Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into by and between Clearwin Australia PTY LTD, a Proprietary Limited Company (“Company”), and the individual or entity identified on the signature page below (“Counterparty”) as of the Effective Date.

1. Purpose. The Company and Counterparty wish to explore a possible business opportunity of mutual interest (the “Relationship”). In connection with this, each party may disclose Confidential Information to the other. This Agreement is intended to allow the parties to evaluate the Relationship while protecting such information against unauthorized use or disclosure.

2. Definition of Confidential Information. “Confidential Information” means all information and data exchanged between the parties, including but not limited to technology, developments, inventions, designs, software (source and object code), services, pricing, customer information, and business plans. It includes information that is (i) marked “confidential” or “proprietary” at the time of disclosure, or (ii) by its nature or content is reasonably distinguishable as confidential or proprietary to the receiving party.

3. Non-Use and Non-Disclosure of Confidential Information.

3.1 Each party agrees not to use Confidential Information for any purpose other than to carry out discussions concerning the Relationship.

3.2 Neither party shall disclose Confidential Information to third parties or to employees, except for those directors, officers, employees, consultants, and agents who require the information for the Relationship.

3.3 Each party shall exercise the highest degree of care it utilizes to protect its own similar Confidential Information, which shall be no less than reasonable care.

3.4 Exceptions. Confidentiality obligations do not apply to information that: (i) was publicly known through no fault of the receiver; (ii) was already known to the receiver without restriction; (iii) is disclosed with prior written approval; (iv) was independently developed; (v) becomes known from a third-party source without breach; (vi) is disclosed generally by the owner; or (vii) is disclosed pursuant to a legal or governmental order, provided notice is given to the discloser.

3.5 Restriction on Artificial Intelligence Systems. Notwithstanding anything to the contrary in this Agreement, the receiving party is expressly prohibited from entering, inputting, uploading, or otherwise exposing any Confidential Information of the disclosing party into any artificial intelligence system, large language model (LLM), generative AI tool, machine learning model, or automated decision-making algorithm (whether hosted by a third party, open-source, or maintained internally). The receiving party further agrees that it shall not use any Confidential Information to train, fine-tune, test, or validate any artificial intelligence models, networks, or algorithms without the express prior written consent of the disclosing party.

4. Return of Materials. All materials and copies must be promptly returned, deleted, or destroyed (with written certification of such destruction) within 10 days of the conclusion of the Relationship or upon written request.

5. No Rights Granted. This Agreement does not grant any rights under any patent, copyright, or intellectual property right, nor any rights to the Confidential Information except for the limited purpose of reviewing it for the Relationship.

6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES REGARDING ITS ACCURACY, COMPLETENESS, OR PERFORMANCE.

7. Term. Obligations shall continue for a period terminating on the later of (a) five (5) years from the date of this Agreement, or (b) three (3) years from the date Confidential Information was last disclosed. Trade secrets shall remain protected for as long as they remain trade secrets.

8. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of New South Wales, Australia.

9. Remedies. Any violation may cause irreparable injury, entitling the disclosing party to seek injunctive relief in addition to all other legal remedies available, including recovery of any and all reasonable attorney’s fees and costs incurred in enforcing this Agreement.

10. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled. Any term of this Agreement may be amended with the written consent of the Company and Counterparty. Failure to enforce any provision of this Agreement by a party shall not constitute a waiver of any term hereof by such party.

11. No Modification. Neither party shall modify, reverse engineer, or decompile any software programs contained in the Confidential Information unless permitted in writing.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.