MUTUAL CONFIDENTIALITY DEED

This DEED is made the day of 2017

BETWEEN: ______________________a company incorporated in Queensland having its registered

office at Level 1, 121 Scarborough Street, Southport, Queensland 4215

(“BPS”)

AND: _______________________a company incorporated in having its registered office at

(“ ”)
RECITALS:

A. __ and (together the “Parties”) have been engaged in and expect to further engage in
discussions and negotiations relating to various aspects of the Discloser's business, ideas,
concepts, documents and information existing or being developed by the Discloser and which the
Discloser needs to communicate to the Recipient with a view to entering into a formal business
contract being entered into between the Parties (the “Approved Purpose”).

B. It is acknowledged and expected that such discussions have and may in the future involve the
disclosure and communication by the Discloser of information not in the public domain, including
the Discloser’s intellectual property, business and financial plans and information, customer or
member details, information relating to inventions, new products and services and delivery
thereof, drawings, samples, devices, demonstrations, computer programs and concepts,
know-how and trade secrets, technical information and other data and all proprietary and novel
features contained in any of the foregoing and other material supplied to the Recipient which is
either marked “confidential” or “commercial-in-confidence” or which by its nature or the
circumstances of its delivery is intended to be exclusively the knowledge of the Parties alone (the
"Confidential Information").

C. The Parties wish to define their rights with respect to Confidential Information disclosed by the
Discloser and delivered to the Recipient and to protect in addition to any other rights they may
have, any confidential, proprietary or novel features contained therein.

NOW THIS DEED WITNESSES as follows:

1. CONFIDENTIAL INFORMATION

All Confidential Information whether delivered to the Recipient or in relation to which the Recipient
is given access by the Discloser, or in respect of which the Recipient becomes appraised of, shall
be considered confidential. However the following shall not be considered Confidential
Information:

(a) information or other material which is publicly available, other than by breach of this Deed or
any other similar Deed;
(b) information or other material which the Recipient can show:
(i) was properly in its possession or known to it by being in its use or being
recorded in its files prior to receipt from the Discloser and was not acquired
by the Recipient from the Discloser under any obligation of confidence; or
(ii) has been independently developed by an employee or officer engaged by
the Recipient having no knowledge of the Confidential Information and as
evidenced by prior written records of the Recipient; or
(c) information or other material that the Recipient obtains or has available from a source other
than the Discloser without breach by the Recipient;
(d) information or other material that is disclosed by the Recipient with the prior written consent
of the Discloser; or
(e) information that (whether before or after this Deed is executed) is required by law to be
disclosed.
2. DEFINITIONS

In this Deed:

“Associate” or “Related Entities” means entities associated with the party as defined by
s.50AAA of the Corporations Act 2001.

“Deed” in this Deed shall mean this Deed.

“Discloser” means any Party to this Deed which discloses Confidential Information to the other.

“Party” or “Party to the Deed” means the party or any of its “Associate” or “Related Entities”
and includes that party’s agents, successors and permitted assigns.

“Privacy Act” means the Privacy Act 1988 (Cth) as may be in force from time to time;

“Privacy Laws” means:

(a) the Privacy Act;

(b) the Australian Privacy Principles, regardless of whether the Australian Privacy Principles
would apply or not but for this Deed; and

(c) all regulations and codes, including any order, directions, directives or other instruments made
or issued under any of them, and consolidations, amendments, re-enactments or
replacements of any of them.

“Recipient” means any Party to this Deed which receives Confidential Information from the
other.

“Regulated Information” means Personal Information (as defined in the Privacy Act 1988) or
similar legislation; and other information or opinion about either party’s staff, customers or
members.

3. INTERPRETATION

In this Deed:

(a) words in the singular number shall include the plural number and vice verse;
(b) words importing a gender shall include all other genders;
(c) a word importing a natural person includes a corporation and vice versa;
(d) a reference to an agreement, deed, or document includes the Deed, deed or document as
amended from time to time;
(e) headings are for ease of reference only and shall not affect the construction of this Deed;
and
(f) the Recitals shall form part of this Deed.

4. MUTUAL OBLIGATIONS OF CONFIDENTIALITY

4.1 As the Parties contemplate disclosing Confidential Information to the other Parties, the
obligations of confidence pertaining thereto are mutual as set out herein.

4.2 The Recipient agrees that all rights to the Confidential Information are reserved by the Discloser
and disclosed to the Recipient only for the Approved Purpose and no other purpose. The
Recipient will not use or disclose (subject to the provisions contained in the next succeeding
clause) any Confidential Information unless and until such use or disclosure is expressly
authorised in writing by the Discloser. In particular, the Recipient will take all reasonable
precautions necessary to maintain the secrecy and confidentiality and to prevent the intentional
or accidental disclosure of the Confidential Information including ensuring that no copies are
made unless necessary. The Recipient must:

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 (a) safeguard the Confidential Information in the same way as the Recipient safeguards its
own confidential information, but in any event with not less than a reasonable degree of
care;
(b) implement security practices against any unauthorised copying, use, disclosure (whether
that disclosure is oral, in writing or in any other form), access and damage or destruction;
(c) without limiting the obligations contained in the next succeeding clause, ensure that each
person to whom it discloses Confidential Information complies with its confidentiality
obligations;
(d) immediately notify the Discloser if the Recipient:
(i) suspects or becomes aware of any unauthorised copying, use or disclosure in
any form; or
(ii) is required by law or the rules of any stock exchange to disclose any Confidential
Information;
(e) comply with any reasonable direction issued by the Discloser regarding a suspected or
actual breach of this deed or the duties of Confidence that may otherwise apply by
implication of law;
(f) if the Discloser (or its parent company) is listed, not use Confidential Information in
violation of any applicable securities laws; and
(g) return to the Discloser promptly all documents and materials (and all summaries, sheets
and copies thereof) containing the Confidential Information, forthwith at the end of
negotiations if no contract is entered into between the parties and in any case no later
than 6 months from the date hereof unless otherwise agreed between the parties.

4.3 The obligations of the Recipient in this clause 4 do not apply to information which is required by
law to be disclosed, or required to be disclosed by the rules of any stock exchange on which the
shares of a Party (or its parent company) are listed. If the Recipient is required by law or stock
exchange rules to disclose Confidential Information, such disclosure may be made only after the
Discloser has been notified and has a reasonable opportunity to raise any concerns surrounding
such disclosure and/or consult with the Recipient as to the timing and method of any such
disclosure.

5. RESTRICTED DISSEMINATION

The Recipient agrees to restrict dissemination of Confidential Information to those personnel,

agents or associates of the Recipient who require access thereto to perform their tasks in order to
carry out the above described purpose of the disclosures. In doing so the Recipient will ensure
that those personnel, agents or associates of the Recipient to whom any Confidential Information
is disclosed execute a document in identical terms to this document, failing which, the Recipient
shall be liable for any act of that person which would, if that person had signed this deed been in
breach of the deed.

6. PRIVACY

If a Party gains access to another Party’s Regulated Information, the Party must:

(a) comply with all Privacy Laws by which they are bound;
(b) use the Regulated Information only for the Approved Purpose;
(c) ensure that access to the Regulated Information is restricted to those employees who
need access to the Regulated Information for the Approved Purpose only;
(d) ensure that the Regulated Information is not disclosed to any third party without the prior
written consent of the other;
(e) take all reasonable steps to ensure that the Regulated Information of the other is
protected against misuse, loss, unauthorised access, modification or disclosure; and
(f) not transfer any of the other’s Regulated Information outside Australia, or allow anyone
outside Australia to access it without the prior written approval of the other, unless such
transfer is expressly permitted as the Approved Purpose.

7. NO LICENCE/PARTNERSHIP CREATED

7.1 The Recipient agrees that no license under any patent, copyright or other intellectual property
right is granted by implication or otherwise to the Recipient under this Deed or by reason of the
disclosure of Confidential Information by the Discloser.

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7.2 This Deed shall in no way be construed as being an agreement of partnership or joint venture of
any kind in such a way that any of the individual Parties to this Deed shall have any claim against
any separate dealings, ventures or assets of any other Party, nor shall any Party be liable for any
other Party’s commitments or liabilities in business or personal dealings or situations. Nor is this
Deed intended to authorise any party to act as agent for the other, and no party will have
authority to act in the name or on behalf of or otherwise to bind the other in any way (including but
not limited to the making of any representation or warranty, the assumption of any obligation or
liability and the exercise of any right or power).

8. NO OBLIGATION TO NEGOTIATE OR DEAL

The provision of Confidential Information from and discussions in connection with the Approved
Purpose will not oblige a Party to negotiate, continue discussions or conclude a contract or deal
with the other Parties or to take, continue or forego any action relating thereto.

9. GOOD FAITH

The Recipient shall at all times act with good faith to the Discloser and only use the Confidential
Information solely for the purposes for which it was given, which unless otherwise expressed in
writing to the Recipient, shall be deemed to be for the purpose of evaluating whether the Parties
should enter into a contractual agreement for their mutual benefit.

10. NO SOLICITATION

For a period of 12 months following the date of this Deed, the Parties agree to not actively solicit
the employment or engagement as contractor/s or otherwise collaborate with any of the
employees, directors or contractors of the Discloser.

11. TERM

The term of this Deed shall commence from the date of this Deed as written above, and will
continue for so long as the information remains confidential and not in the public domain and
unless otherwise agreed to in writing shall be for a period of at least 5 years.

12. ENFORCEMENT

Considering the unique, extraordinary and intellectual character of the Confidential Information
which the Parties hereby acknowledge, the loss of which the Parties acknowledge may not be
reasonably or adequately compensated for in damages or in an action at law, the failure of the
Recipient to abide by this Deed, will entitle the Discloser to forthwith apply to any court of
competent jurisdiction to enjoin by injunction or other order of the court and restrain the Recipient
from a breach of the obligations herein (whether with or without a simultaneous action for
damages and/or account of profits).

13. RESTRICTION ON PUBLICITY

Each Party agrees not to use this Deed or the name of another Party in any publicity or
advertisement or other disclosure and shall not suggest in any communication with third parties
that negotiations or any relationship exists between the Parties without the prior written consent of
the other Parties.

14. ENTIRE AGREEMENT

This Deed embodies all the understanding between the Parties concerning the subject matter
hereof, and merges all prior discussions and writing between them as to the confidentiality of
information.

15. WAIVER

The failure of a Party at any time to insist on performance of any provision of this Deed is not a
waiver of its right at any later time to insist on performance of that or any other provision of this
Deed.

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16. SEVERABILITY

If any provision of this Deed is invalid or unenforceable in any jurisdiction, it is severed for that
jurisdiction, and the remainder of this Deed will remain in full force and effect.

17. AMENDMENT

This Deed cannot be amended, modified or supplemented except by written agreement between
the Parties.

18. ASSIGNMENT

No Party may assign, novate, transfer or dispose of its rights or obligations under this Deed,
whether at law or in equity (including by way of a charge or declaration of trust), without first
obtaining the written consent of the other Parties, and any such purported assignment, novation,
transfer or disposition by a Party in breach of this clause will confer no rights on the purported
assignee.

19. MISCELLANEOUS

19.1 This Deed will be binding upon and inure to the benefit of the parties hereto and their permitted
assigns.

19.2 The terms of this Deed shall not be construed to limit BPS’s right to develop independently or
acquire products without use of ’s Confidential Information. acknowledges that BPS may
currently or in the future be developing information internally, or receiving information from other
parties, that is similar to the Confidential Information. Nothing in this Deed will prohibit BPS from
developing or having developed for it products, concepts, systems or techniques that are similar
to or compete with the products, concepts, systems or techniques contemplated by or embodied
in the Confidential Information provided that BPS does not violate any of its obligations under this
Deed in connection with such development.

20. NOTICES

20.1 A notice, consent, approval or other communication (each a Notice) under this Deed must be in
writing, signed by or on behalf of the person giving it, addressed to the person to whom it is to be
given and:

(a) delivered to that person’s postal address;

(b) sent by pre-paid mail to that person’s postal address; or
(c) sent by email to that person’s email address.

20.2 A Notice given to a person in accordance with this clause is treated as having been given and
received:

(a) if delivered to a person’s address, on the day of delivery if a business day, otherwise on the
next business day;
(b) if sent by pre-paid mail, on the third business day after posting; or
(c) if sent by email and the sender does not receive a message from its internet service provider
or the recipient’s mail server indicating that it has not been successfully transmitted, on the
day of sending if a business day, otherwise on the next business day.

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20.3 For the purpose of this clause, the address of a person is the address set out below or another
address of which that person may from time to time give notice to each other person:

Attention:

Email:

Address:

Attention:

Email:

Address: Level 1, 121 Scarborough Street, Southport,

Queensland, 4215

21. GOVERNING LAW

The Deed shall be governed by, and construed and interpreted in accordance with the laws of the
State of Queensland, Australia, and the Parties submit to the jurisdiction of the courts of that
jurisdiction.

22. COUNTERPARTS

This Deed may be executed in any number of counterparts and by the Parties to it on separate
counterparts, each of which will be an original, but all of which together will constitute one and the
same instrument. This Deed is not effective until each Party has executed at least one
counterpart.
Executed as Deed

SIGNED SEALED and DELIVERED on behalf of BPS

ACN

______________________________________ __________________________________
Director/Secretary Director

______________________________________ _________________________________
Print Name Print Name

SIGNED SEALED and DELIVERED on behalf of

______________________________________ __________________________________
Director/Secretary Director

______________________________________ _________________________________
Print Name Print Name

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