NON-DISCLOSURE AGREEMENT

Agreement Date: 27/07/2024

Recipient

Name:
Address:
Email:
Phone:
Organisation:

Discloser

To be completed by Baton Advisory following the signing of this agreement

Name:
Address: Level 12, 270 Adelaide Street, Brisbane 4000 QLD, GPO Box 127, Brisbane, QLD, 4001, Australia
Email:
Jurisdiction: Queensland

Confidential Information

Conﬁdential Information means all information concerning, in respect of or incidental to the business and affairs of the Discloser, including:

(a) information that is, either orally or in writing, designated or indicated as being the proprietary or conﬁdential information of the Discloser;

(b) information derived or produced partly or wholly from the information including any calculation, conclusion, summary or computer modelling;

disclosed in any way by the Discloser or by any person on its behalf to the Recipient but excludes information that is or becomes known or generally available to the public, except if this happens because of a breach of any obligation of conﬁdence (in which case it remains Conﬁdential Information).

Specified purpose

To evaluate whether the parties wish to enter a business transaction with each other or as necessary to carry out the terms of that business transaction.

Non-Disclosure Agreement Poll

By: The Recipient named in Schedule 1 (Reference Schedule)

In favour of: The Discloser named in Schedule 1 (Reference Schedule).

Background

The Discloser possesses Conﬁdential Information which the Recipient acknowledges is sensitive and has commercial value to the Discloser, and which the Discloser wishes to ensure is kept conﬁdential.
The Recipient has requested the Discloser disclose the Conﬁdential Information to it for the Speciﬁed Purpose and has agreed to keep that information conﬁdential.
The Recipient acknowledges and agrees that it receives the Conﬁdential Information in accordance with the promises and undertakings made by it in this agreement.

1. Disclosure and use of Confidential Information

1.1. Recipient to maintain confidentiality

Subject to clause 1.2, the Recipient must:

keep conﬁdential the Conﬁdential Information and not disclose or share the information with any other person or allow it to be disclosed or shared;
not use the Conﬁdential Information for its own use or for any purpose except the Speciﬁed Purpose;
take reasonable measures and use care to preserve and protect the secrecy of, to avoid unauthorised use or disclosure of, the Discloser's Conﬁdential Information; and
immediately advise the Discloser in writing of any disclosure, misappropriation or misuse by any person of the Conﬁdential Information as soon as it comes to the Recipient’s attention.

1.2. Related entities

The Recipient acknowledges and agrees:

that the Conﬁdential Information that is disclosed to it may be in relation to the Discloser or to related entities of the Discloser;
that the obligations and undertakings given by the Recipient under this agreement are also given for the beneﬁt of each of those related entities; and
each related entity is an express third-party beneﬁciary to this agreement and provisions in favour of the Discloser are intended to create a beneﬁt in favour of, and be enforceable by, each such related entity.

1.3. Permitted disclosure

The Recipient may disclose or use Conﬁdential Information:

on a conﬁdential basis to its advisers to enable them to advise in connection with this agreement;
on a conﬁdential basis to its related entities who wish to access the Conﬁdential Information in connection with the Speciﬁed Purpose;
if the Recipient lawfully had the Conﬁdential Information before it was disclosed to them in connection with this agreement;
with the consent of the Discloser;
in connection with legal or other proceedings relating to this agreement;
or if compelled by Law.

1.4. Recipient acknowledgements

The Recipient acknowledges that:

The obligations and undertakings under this agreement are binding from the earlier of the delivery of this agreement by the Recipient and the date the Recipient received any Conﬁdential Information;
the conﬁdentiality obligations on the Recipient remain binding on the Recipient notwithstanding either termination of the dealings between the parties or the completion of any contractual arrangements entered into between them;
in addition to any other remedy that may be available, the Discloser is entitled to obtain an injunction to prevent a breach of this agreement and to compel speciﬁc performance of the Recipient’s obligations under this agreement;
the Recipient remains responsible and liable with respect to any use or disclosure of the Conﬁdential Information by any related entity to whom the Recipient discloses the Conﬁdential Information (despite that disclosure being permitted under clause 1.3(c);
it must make its own assessment of all Conﬁdential Information disclosed by the Discloser and satisfy itself as to the accuracy and completeness of such Conﬁdential Information disclosed;
the Discloser is not obliged to disclose any particular information to the Recipient; and
the Recipient will not make any claim against the Discloser with respect to any loss or damage suffered by any person who relies on the Conﬁdential Information, whether the loss or damage arises because of negligence, default, misrepresentation or some other cause

1.5. Indemnity

The Recipient must indemnify the Discloser for damage, loss, cost, liability or expense of any kind incurred directly or indirectly as a result of:

the Recipient’s breach of any of its obligations under this agreement; or
any matter or thing done, or not done, by an oﬃcer, agent or employee of the Recipient which would, if the oﬃcer, agent or employee were a party to this agreement, be a breach of any obligation of the Recipient under this agreement.

1.6. Discloser may request return of Confidential Information

At the Discloser’s written request, the Recipient must:

promptly return to the Discloser all of the Discloser’s information (whether Conﬁdential Information or not) and any copies made of the information, that are in the Recipients possession or under its control;
delete all Conﬁdential Information in the Recipient’s possession, or under its control which is stored in an electronic or other similar medium; and
stop using the Conﬁdential Information for any purpose, including the Speciﬁed Purpose.

1.7 Non-solicitation

During the period of 18 months from the data of this letter, you must not, and you must procure that none of your Representatives who have received or obtained Confidential Information, without our prior written consent, directly or indirectly

Employ, engage, or solicit or entice away from us, any person who is an officer, employee, consultant or contractor, whether or not that person would commit a breach of contract by reason of leaving us;
Use any Confidential Information to solicit or entice away from us the custom of any person who is at the date of this letter a customer, client or supplier of ours; or
Attempt to do, or assist, counsel or procure any person to do, anything referred to in the two previous dot points
This does not prevent you or your Representatives from employing or engaging any person who, of their volition, responds to a genuine advertisement of a position in media available to the general public, or who is identified by a recruitment agency which did not specifically target any of our employees, consultant or contractors.

2. Standard Provisions

2.1 Interpretation

In interpreting this document, unless the context provides otherwise:

words or expressions used in this document, which are deﬁned in the Corporations Act 2001 (Cth) have the same meaning in this document;
the singular includes the plural and vice versa, and a gender includes other genders;
another grammatical form of a deﬁned word or expression has a corresponding meaning;
a reference to a party means a party to this document and includes the party’s executors, administrators, successors, and permitted assigns;
a reference to a person includes a ﬁrm, individual, corporation, association, government body or other corporate body;
an obligation or liability assumed by two or more persons binds them jointly and severally and a right conferred on two or more persons beneﬁts them jointly and severally;
a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this document or any part of it;
if a day on or by which an obligation must be performed or an event must occur is not a business day, the obligation must be performed or the event must occur on or by the next business day
a reference to a law or statute includes regulations under it, re-enactments and replacements;
and headings and table of contents are for ease of reference only and do not affect interpretation.

2.2 General

This document may only be varied by a further written agreement signed by or on behalf of each of the parties.
This document contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
The Recipient must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by the Discloser to give effect to this document.
Any provision of this document that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of this document which remain in force.
Time is of the essence in respect of the Recipient’s obligations under this document.
The non-exercise of or delay in exercising a right of a party will not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by written notice signed by the party to be bound by the waiver

Executed as a Deed Poll

Dated on: 27/07/2024

Recipient execution

Executed as an agreement by:

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Signed by Mike Guyomar
Signed On: 11/07/2024

Timestamp

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07/09/2023 8:18 pm AEST

{{gravity-field-id-10}} Uploaded by Mike Guyomar - support@batonadvisory.com.au IP 78.3.84.250

08/09/2023 3:44 am AEST