NON-DISCLOSURE AGREEMENT

Deed Date: 12/12/2024

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;

(c)  trade secrets or information that is capable of protection at Law or in equity as confidential information; and

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 Deed Poll

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

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

Background

1. 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.
2. The Recipient has requested the Discloser disclose the Confidential Information to it for the Specified Purpose and has agreed to keep that information confidential.
3. The Recipient acknowledges and agrees that it receives the Confidential Information in accordance with the promises and undertakings made by it in this Deed.

This Deed witnesses as follows:

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 Deed are also given for the benefit of each of those related entities; and
• each related entity is an express third-party beneficiary to this Deed 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 Deed;
• 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 Deed;
• with the consent of the Discloser;
• in connection with legal or other proceedings relating to this Deed; or
• if compelled by Law.

1.4.  Recipient acknowledgements

The Recipient acknowledges that:

• The obligations and undertakings under this Deed are binding from the earlier of the delivery of this Deed 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 Deed and to compel specific performance of the Recipient’s obligations under this Deed;
• 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 Deed; 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 Deed, be a breach of any obligation of the Recipient under this Deed.

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.

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: 12/12/2024

Recipient execution

Executed as an agreement by:  
ACN

in accordance with section 127 of the Corporations Act 2001 (Cth) by:

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Signed by Mike Guyomar
Signed On: 08/09/2023

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Unique Document ID: 35dd688fdd1f2637d50e03b872c19764ca2c7271

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Timestamp	Audit
02/06/2022 3:16 am AEST	{{gravity-field-id-10}}-old Uploaded by Mike Guyomar - support@batonadvisory.com.au IP 193.198.74.140
02/06/2022 3:18 am AEST	Baton NDA Parseur - baton-nda@in.parseur.com added by Mike Guyomar - mike@batonadvisory.com.au as a CC'd Recipient Ip: 93.143.143.210
02/06/2022 3:40 am AEST	Baton NDA Parseur - baton-nda@in.parseur.com added by Mike Guyomar - mike@batonadvisory.com.au as a CC'd Recipient Ip: 93.143.143.210
02/06/2022 3:57 am AEST	Baton NDA Parseur - baton-nda@in.parseur.com added by Mike Guyomar - mike@batonadvisory.com.au as a CC'd Recipient Ip: 93.143.143.210
17/08/2022 8:33 pm AEST	Baton NDA Parseur - baton-nda@in.parseur.com added by Mike Guyomar - mike@batonadvisory.com.au as a CC'd Recipient Ip: 93.143.158.1
18/08/2022 10:08 pm AEST	Baton NDA Parseur - baton-nda@in.parseur.com added by Mike Guyomar - support@batonadvisory.com.au as a CC'd Recipient Ip: 93.141.145.7
30/08/2022 12:17 am AEST	Baton NDA Parseur - baton-nda@in.parseur.com added by Mike Guyomar - support@batonadvisory.com.au as a CC'd Recipient Ip: 93.143.155.147
03/10/2022 11:22 pm AEST	Baton NDA Parseur - baton-nda@in.parseur.com added by Mike Guyomar - support@batonadvisory.com.au as a CC'd Recipient Ip: 83.131.253.139
03/10/2022 11:22 pm AEST	Baton NDA Parseur - baton-nda@in.parseur.com added by Mike Guyomar - support@batonadvisory.com.au as a CC'd Recipient Ip: 83.131.253.139
26/04/2023 4:27 pm AEST	Baton NDA Parseur - baton-nda@in.parseur.com added by Mike Guyomar - support@batonadvisory.com.au as a CC'd Recipient Ip: 78.1.58.16
26/04/2023 4:27 pm AEST	Baton NDA Parseur - baton-nda@in.parseur.com added by Mike Guyomar - support@batonadvisory.com.au as a CC'd Recipient Ip: 78.1.58.16
08/09/2023 3:46 am AEST	Baton NDA Parseur - baton-nda@in.parseur.com added by Mike Guyomar - support@batonadvisory.com.au as a CC'd Recipient Ip: 193.198.74.140
08/09/2023 3:48 am AEST	Baton NDA Parseur - baton-nda@in.parseur.com added by Mike Guyomar - support@batonadvisory.com.au as a CC'd Recipient Ip: 193.198.74.140

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