CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

PARTIES
Davisi Pty Ltd  (ABN 18 663 425 956) OF Suite 8, 207-211 Buckley St, ESENDON
VIC 3040 (“Davisi”); Mini Hearts Global (ABN 97 665 130 012) OF Suite 8, 207-211 Buckley St, ESENDON
VIC 3040 (“Mini Hearts”); or any other related entities
and
YOUR COMPANY/DETAILS;
IT IS AGREED as follows:

1. In this Deed:
“Confidential Information” means all information relating to each member of the Provider Group, its
systems, processes, copyright, designs, ideas, concepts, trade secrets, customer lists, databases,
templates and business know how which is provided to any member of the Recipient Group or their
Representatives by or on behalf of the Provider, but excluding information which:
(a) the Recipient can show was in its possession prior to the date on which the Recipient executes this
Deed; or
(b) is now, or later becomes, information in the public domain other than through a breach of this Deed;
or
(c) is disclosed by the Recipient pursuant to any law or order of any court, of any governmental agency
or other regulatory body with which the Recipient is bound to comply; or
(d) the Recipient can show was received on a non-confidential basis from a third party which did not itself
acquire the same, directly or indirectly, from the Provider.
For the purposes of this definition, “Provider” and “Recipient” are used consistently with the context to
which the relevant clause referring to “Confidential Information” is being applied at the time.
“Davisi, Mini Hearts” means Davisi Pty Ltd  (ABN 18 663 425 956), its associated entities and its related bodies
corporate.
“Governing Jurisdiction” means Victoria, Australia.

“Provider Group” means:
a) in the case of Confidential Information relating to Davisi, Mini Hearts
b) in the case of Confidential Information relating to “Your Company/Details”

“Purpose” means discussions and projects regarding Davisi, Mini Hearts’ software solutions, business information,
processes, projects, systems and knowhow thereto; and the provision by Your Company/Details of developer and
project management resources in order to support the launch and ongoing service of the Davisi, Mini Hearts’
solutions.

“Recipient” means:
(a) in the case of Confidential Information relating to Davisi, Mini Hearts, Your Company/Details,
(b) in the case of Confidential information relating to Your Company/Details, Davisi, Mini Hearts
and “Recipient Group” must be construed accordingly.

“Representatives” means the directors, employees, contractors, consultants, financial advisers, legal
representatives and any related body corporate of the relevant parties.

2. The Recipient must preserve, and must procure that each member of the Recipient Group and it’s
Representatives preserves the confidentiality of the Confidential Information and take adequate and proper
precautions at all times and enforce such precautions to preserve the secrecy and confidentiality of the
Confidential Information.

3. The Recipient must not use the Confidential Information for any purpose other than the Purpose unless
authorised in writing by the Provider.

4. All Confidential Information is, and remains, the property of the Provider or the relevant member of the
Provider Group.

5. The Recipient may disclose the Confidential Information to those members of the Recipient Group and its
Representatives only to the extent that they need know such Confidential Information for the Purpose and
have been made aware of the terms set out in this Deed.

6. The Recipient must:
a) establish and maintain effective security measures to safeguard the Confidential Information from
access or use not authorised by this Deed;
b) keep Confidential Information under the Recipient’s control;
c) maintain complete, accurate and up-to-date records of the Recipient’s use, copying and disclosure of
Confidential Information and immediately produce these records to the Provider on request; and
d) immediately notify the Provider of any suspected or actual unauthorised use, copying or disclosure of
Confidential Information.

7. The Recipient must not copy or transmit in any manner any Confidential Information without the Provider’s
written consent.

8. The Recipient will be liable for any breaches of the terms of this Deed by the Representatives of the
Recipient.

9. This Deed must be construed in accordance with the law of the Governing Jurisdiction. Each party submits
to the non-exclusive jurisdiction of the courts of the Governing Jurisdiction