Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("Agreement") is made and entered into as of [Date], by and between:

• Xcetra Pty Ltd ("Consultant")
• [Client Name] ("Client")

WHEREAS, Consultant and Client wish to explore a consulting relationship in which Consultant will provide certain consulting services to Client, and in connection with this relationship, each may disclose to the other certain confidential and proprietary information;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. Definition of Confidential Information
   For purposes of this Agreement, “Confidential Information” means any data or information, oral or written, disclosed by either party to the other that is not generally known to the public and that the receiving party understands is proprietary. Confidential Information includes, but is not limited to: business strategies, customer lists, financial information, technical data, trade secrets, product plans, business processes, software, and any non-public information relating to either party.
2. Obligations of Receiving Party
   The receiving party agrees to:
   1. Maintain the confidentiality of the Confidential Information;
   2. Not disclose any Confidential Information to any third party without the prior written consent of the disclosing party;
   3. Use the Confidential Information solely to perform consulting services or evaluate a potential business relationship;
   4. Take all reasonable precautions to protect the confidentiality of the Confidential Information.
3. Exclusions
   The obligations of this Agreement do not apply to information that:
   1. Is or becomes publicly known through no fault of the receiving party;
   2. Is already known to the receiving party at the time of disclosure, as evidenced by written records;
   3. Is lawfully obtained from a third party who has the right to make such disclosure;
   4. Is independently developed by the receiving party without reference to the Confidential Information.
4. Duration
   This Agreement shall remain in effect for as long as Xcetra provides consulting services to Client, and the obligations regarding confidentiality shall survive until such time as both parties mutually agree in writing to end the confidentiality obligations with respect to all Confidential Information disclosed under this Agreement.
5. Return of Materials
   Upon termination of consulting services, or upon request of the disclosing party, the receiving party shall promptly return or destroy all material embodying Confidential Information.
6. No License
   Nothing in this Agreement is intended to grant any rights to the receiving party under any patent, trademark, copyright, or other intellectual property rights of the disclosing party.
7. Governing Law
   This Agreement shall be governed by and construed in accordance with the laws of Western Australia, Australia, and shall apply throughout the whole of Australia.
8. Entire Agreement
   This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior discussions, agreements, or understandings of any kind.