NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the Agreement) is made on the [Day] day of [Month] [Year] (the Commencement Date) between:

1. [DISCLOSING PARTY NAME] (ABN: [DISCLOSING PARTY ABN]) of [DISCLOSING PARTY ADDRESS] (The Disclosing Party)

AND

2. [RECEIVING PARTY NAME] (ABN: [RECEIVING PARTY ABN]) of [RECEIVING PARTY ADDRESS] (The Receiving Party)

BACKGROUND

A. The Disclosing Party possesses certain confidential information relating to [DESCRIBE BUSINESS OR PROJECT].

B. The Disclosing Party wishes to disclose this information to the Receiving Party for the purpose of [DESCRIBE PURPOSE, e.g., evaluating a potential business relationship].

C. The Receiving Party agrees to receive this information on the terms and conditions set out in this Agreement.

OPERATIVE PROVISIONS

1. DEFINITIONS

1.1 Confidential Information means any information, data, or knowledge, disclosed or made available by the Disclosing Party to the Receiving Party, whether in writing, orally, visually, or electronically.

1.2 Confidential Information specifically includes [LIST SPECIFIC ITEMS, e.g., client lists, pricing strategies, technical drawings, source code].

1.3 Confidential Information does not include information that: (a) is or becomes public knowledge through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is obtained by the Receiving Party from a third party who has the right to disclose it.

2. OBLIGATIONS OF RECEIVING PARTY

2.1 The Receiving Party must: (a) keep the Confidential Information strictly confidential; (b) not disclose the Confidential Information to any person except as authorised by this Agreement; (c) use the Confidential Information only for the Purpose; and (d) take all reasonable steps to protect the Confidential Information from unauthorised disclosure.

2.2 The Receiving Party may only disclose the Confidential Information to its employees, officers, or advisors who need to know it for the Purpose (Authorised Representatives).

2.3 Before disclosing any information to an Authorised Representative, the Receiving Party must inform them of the confidential nature of the information and obtain their written agreement to be bound by confidentiality terms no less restrictive than those in this Agreement.

3. EXCLUSIONS

The Receiving Party may disclose Confidential Information if required by law or by a court of competent jurisdiction, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

4. TERM AND TERMINATION

4.1 This Agreement commences on the Commencement Date and continues until [DATE OR EVENT, e.g., completion of the project].

4.2 The obligations of confidentiality in Clause 2 shall survive the termination of this Agreement for a period of [NUMBER] years.

5. RETURN OF INFORMATION

Upon termination of this Agreement or at the request of the Disclosing Party, the Receiving Party must immediately return or destroy all documents and materials containing the Confidential Information and certify in writing that this has been done.

6. REMEDIES

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. The Disclosing Party is entitled to seek injunctive relief to prevent such a breach without the need to post a bond.

7. GOVERNING LAW

This Agreement is governed by the laws of [STATE, e.g., New South Wales] and the parties submit to the non-exclusive jurisdiction of the courts of that state.

SIGNED

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[Director/Owner Name]

Director/Owner for [DISCLOSING PARTY NAME]

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[Director/Owner Name]

Director/Owner for [RECEIVING PARTY NAME]