1. Introduction
The Disclosing Party has agreed to disclose Confidential Information to the Receiving Party for the Specified Purpose, subject to the terms of this Agreement.

2. Definitions
In this Agreement:
Claim includes any claim, cause of action, proceeding, right, entitlement, damages, costs, losses, liability or demand however it arises and
whether it is past, present or future, fixed or unascertained, actual, potential or contingent.
Confidential Information means:
(a) all information relating to the business or affairs of the Company and the Disclosing Party, including information memorandums,
business plans and strategies, trade secrets, secret information, financial information, commercially valuable information, knowhow,
proposals, proposed agreements and transactions, contemplated transactions or willingness to transact, information relating
to identities of persons and their willingness to negotiate or enter into transactions, disclosed by the Disclosing Party (either itself
or through any Related Entity or Representative) to the Receiving Party (or to any Related Entity or Representative), whether in
writing or otherwise, whether before or after the date of this Agreement and whether or not all or any part of that information has
been made public;
(b) such portions of any note, calculation, conclusion, summary, record or other material based on, or derived or produced partly or
wholly from, or incorporating any of, the information referred to in paragraphs (a) above;
(c) copies of the information and material referred to in paragraphs (a) and (b) above; and
(d) the existence of this document and the fact that the parties are discussing the the Specified Purpose.
Company means the company specified in Item 3 of the Reference Schedule and any Relates Entitles of the Company.
Control is defined in section 50AA of the Corporations Act 2001 (Cth).
Costs means any cost, charge, expense, outgoing, payment, liability or other expenditure of any nature including legal fees on a solicitor and own client basis.
Intellectual Property Right means all present and future intellectual property and proprietary rights, both in Australia and throughout
the world, including (without limitation) copyright, data bases, patents, registered and unregistered trademarks, registered designs, trade
secrets, know-how, trade or business or company names, indication or source or appellation of origin or other proprietary right, or right of
registration of such rights.
Related Entities has the same meaning as in the Corporations Act 2001.
Representatives means
(a) any employee, officer, director, partner, contractor, agent of a party or any entity Controlled by that party or its Related Entities;
(b) any financier to that party, or any adviser (including any legal or financial adviser) to that financier;
(c) any adviser to that party, including any legal or financial adviser.
Specified Purpose means the specified purpose specified in Item 4 of the Reference Schedule.
State means the State specified in Item 5 of Reference Schedule.

3. Obligation of Confidentiality
(a) Without limiting any right of confidentiality held by the Disclosing Party outside of this Agreement, the Receiving Party
acknowledges and agrees that the Confidential Information is secret, confidential, valuable and proprietary to the Disclosing Party.
(b) In consideration for the Disclosing Party (either itself or through any Related Entity or Representative) disclosing Confidential
Information to the Receiving Party, the Receiving Party agrees that it must:
(i) keep the Confidential Information confidential and secret, regardless of when the Confidential Information was disclosed
to it;
(ii) to the maximum extent permitted by law, not challenge or assist in any challenge to the Disclosing Party’s ownership of,
or Intellectual Property Rights in and to, the Confidential Information;
(iii) not disclose any of the Confidential Information to any other person (other than a Representative of the Receiving Party
in accordance with this Agreement) without the prior written consent of the Disclosing Party;
(iv) ensure that any Representative to whom
(v) the Confidential Information is disclosed is aware of and complies with the terms of this Agreement;
(vi) not use or permit the use of all or any of the Confidential Information or any derivative thereof in any form, other than
for the Specified Purpose;
(vii) not use the Confidential Information to its own commercial advantage or the disadvantage of the Disclosing Party of the
Company;
(viii) comply with all directions given by the Disclosing Party relating to the Confidential Information; and
(ix) immediately notify the Disclosing Party of any unauthorised disclosure or use of the Confidential Information coming to
its attention.

4. Exceptions
Clause 3 will not apply to the extent that information otherwise being Confidential Information is:
(a) required to be disclosed by operation of law, regulatory authority, the rules of any national securities exchange or other
applicable judicial or governmental order, or otherwise legally compelled to be disclosed (including by deposition, interrogatory,
request for documents, subpoena, civil investigative demand or similar process), but then only to the extent so requested or
required;
(b) generally available to the public, other than as a result of a disclosure by the Receiving Party (or a Representative of the Receiving
Party) in violation of the terms of this Agreement; or
(c) proven by the Receiving Party to already be in the lawful possession of the Receiving Party prior to obtaining it in connection with
this Agreement.

5. Intellectual Property
The Intellectual Property Rights of the Disclosing Party in and to the Confidential Information are unaffected by this Agreement and the
Disclosing Party will exclusively own (and the Receiving Party will, to the extent necessary, transfer to the Disclosing Party as directed by the
Disclosing Party) any Intellectual Property Rights in any derivative of the Confidential Information.

6. Representatives
If the Receiving Party discloses any Confidential Information to any of its Representatives, it acknowledges and agrees that it is responsible
for ensuring its Representatives comply with the obligations of the Receiving Party in this Agreement and that:
(a) it is liable for the acts and omissions of its Representatives in relation to this Agreement as if they were its own acts or omissions;
(b) disclosure of the Disclosing Party’s Confidential Information by the Receiving Party to its Representatives will not relieve the
Receiving Party of its obligations under this Agreement.
(c) when requested by the Disclosing Party, immediately supply the Disclosing Party with a list of all persons to whom Confidential
Information has been disclosed.

7. Return of Information
As soon as practicable, and to the extent possible, following receipt of a written notice from the Disclosing Party requiring it to return all
Confidential Information, the Receiving Party must return all original Confidential Information and destroy or erase (as applicable) all copies
and extracts of the Confidential Information and all;
(a) summaries, reports and notes made that relate to or are wholly or partly derived
(b) from the Confidential Information (whether on paper, in an electronic information storage and retrieval system, in any other
storage and retrieval system, or in any other storage medium).

8. Remedies
(a) The Receiving Party acknowledges that the Disclosing Party may suffer irreparable loss and damage if the Confidential Information
is disclosed to any other person or used by it or another person other than for the Specified Purpose without the consent of the
Disclosing Party and that monetary damages would be an insufficient remedy.
(b) The Receiving Party indemnifies and keeps indemnified the Disclosing Party against all Claims and all Costs of the Disclosing Party
in respect of:
(i) any breach of this Agreement by the Receiving Party or its Representatives; and
(ii) any act or omission by a person to whom the Receiving Party disclosed the Confidential Information, which if done or
omitted by the Receiving Party, would be a breach of this Agreement by the Receiving Party.
(c) Any indemnity or other right granted to the Disclosing Party under this Agreement is also granted to the Company and its
Representatives, and the Disclosing Party holds those rights for them and may enforce them on their behalf.
d) The Receiving Party acknowledges that, in addition to any other available remedy, the Disclosing Party is entitled to injunctive
or any other equitable relief (or their equivalent in any foreign jurisdiction) to prevent a breach of this Agreement and to compel
specific performance (or its equivalent in any foreign jurisdiction) of this Agreement.

9. Non-circumvention
(a) The Receiving Party:
(i) will refrain from contacting or dealing directly with the Company, its Representatives, or any other party associated with
the Company in relation to the Specified Purpose.
(ii) agrees that all communications regarding the Company, requests for additional information and discussions or
questions regarding the Company, or any related matter, will be submitted or directed to the Disclosing Party and not
directly with the Company or any other party.
(iii) will refrain from visiting the business premises of the Company unless accompanied or authorised by the Disclosing
Party.
(iv) agrees that, at any time prior to the expiration of 24 months from the date of this Agreement, the Receiving Party, its
Related Entities and Representatives shall not (without the prior written consent of the Disclosing Party):
A. directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or
undertakings with the Company; or
B. seek to by-pass, avoid or circumvent the Disclosing Party with respect to any transaction or arrangement with
the Company.

10. No warranties
(a) The Disclosing Party (unless otherwise agreed) does not give or make (or has given or made) any warranties or representations
to the Receiving Party and the Receiving Party acknowledges that it has not relied on any warranties or representations by the
Disclosing Party, about or concerning the Company.

11. Interpretation
This Agreement does not limit and operates in addition to any obligation of confidence existing or coming into existence and binding the
Receiving Party. Unless expressed to the contrary: use of the word ‘including’ means ‘including without limitation’; headings and bold text
are for convenience only and do not affect the interpretation of this Agreement; where an expression is defined anywhere in this Agreement another part of speech or grammatical form of that expression has a corresponding meaning; a reference: to an individual or person includes a firm, corporation, incorporated association and a government or statutory body or authority; any gender includes all genders; the singular includes the plural and vice versa; recitals, clauses, schedules or annexures are to recitals, clauses, schedules or annexures of or to this Agreement; a statute, ordinance or other law includes regulations and other statutory instruments made under it and consolidations, amendments and re-enactments of it; money is to Australian currency; this Agreement or another document includes this Agreement as varied or replaced; any party to this Agreement includes that party’s executors, administrators, substitutes, successors and permitted assigns; this Agreement is cumulative of and does not limit any other right or obligation of confidentiality existing or arising independently of this Agreement; where a party covenants not to do a thing, that covenant will be taken to include a covenant that the party will not permit or allow any other person to do that thing; any agreement, representation, warranty or indemnity: by two or more parties (including when two or more persons are included in the same defined term) binds them jointly and severally and in favour of two or more parties (including when two or more persons are included in the same defined term) is for the benefit of them jointly and severally.

12. General
(a) The laws of the State govern this Agreement and the parties irrevocably submit to the non-exclusive jurisdiction of the courts
of State in all matters relating to this Agreement or its subject matter. The Disclosing Party irrevocably consents to service of any
process relating to this Agreement or its subject matter, outside the State.
(b) This Agreement may be executed in any number of counterparts and all counterparts taken together will be deemed to be a single
instrument.
(c) If any part of this Agreement is, or becomes, legally invalid or unenforceable, the remainder of this Agreement subsists and
remains enforceable.
(d) This Agreement contains the entire agreement between the parties about its subject matter. All representations or agreements,
whether oral or in writing, made prior to the date of this Agreement and relating to any matter dealt with in this Agreement are
merged in this Agreement and do not have any effect from the date of this Agreement.
(e) Neither party may assign this Agreement or a right under this Agreement without the prior written consent of the other party.
(f) Each party must pay its own costs of negotiating, preparing and executing this Agreement.
(g) A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single
or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.