CONFIDENTIALITY AGREEMENT

PARTIES
ZIBRA GROUP PTY LTD (ACN 651 530 522) and its wholly owned subsidiaries and AAMG PTY LTD (ACN 636 03 284) and its wholly owned subsidiaries of 4/221 O’Riordan Street, Mascot NSW 2020 (Provider)

YOU (Recipient)
BACKGROUND
  1. The Recipient requests the Provider to provide it with information for the Express Purpose and the Provider agrees to provide the Recipient with information for that purpose.
  2. This Agreement sets out the terms on which Confidential Information will be provided by the Provider to the Recipient.
OPERATIVE PROVISIONS
  1. OBLIGATIONS OF CONFIDENCE
  1. The Recipient acknowledges that the Confidential Information is valuable to the Provider.
  2. In consideration for the Provider providing the Confidential Information to the Recipient for the Express Purpose, the Recipient accepts and agrees to be bound by the terms of this Agreement.
  3. Subject to the terms of this Agreement, the Recipient must comply with the following obligations at all times:
  1. the Recipient must keep the Confidential Information secret and preserve its confidential nature;
  2. the Recipient must not use the Confidential Information for any purpose, other than the Express Purpose;
  3. the Recipient must not disclose or permit the disclosure of the information to any person, other than in accordance with clause 1.4;
  4. the Recipient must ensure that all of its Representatives who are provided with Confidential Information are made aware that the information
  5. must be kept confidential and that they must not do or fail to do anything that, if done or not done by the Representative would result in a breach of the Recipient’s obligations under this Agreement; and
  6. the Recipient must:
    1. protect the Confidential Information against unauthorised access, use or disclosure;
    2. must immediately notify the Provider of any unauthorised access to, use or disclosure of the Confidential Information; and
    3. must comply with any reasonable direction from the Provider in relation to the protection of the Confidential Information.
Permitted disclosures
  1. This Agreement does not prohibit the disclosure of Confidential Information by the Recipient to the extent that:
    1. the Provider has expressly consented in writing to such disclosure; or
    2. the disclosure is to a Representative of the Recipient who needs to know the Confidential Information for the Express Purpose and the Recipient has complied with clause 1.5 in relation to the disclosure.
Disclosure to Representatives
  1. The Recipient must ensure that:
  1. its Representatives are made aware of the confidential nature of the Confidential Information and the terms of this Agreement before any of its Representatives are provided with or have access to the Confidential Information; and
  2. its Representatives do not do or fail to do anything that, if done or not done by the Recipient, would amount to a breach of the Recipient’s obligations under this Agreement.
2. CONFIDENTIAL INFORMATION
  1. The Confidential Information remains the property of the Provider at all times.
  2. At the Provider’s request, the Recipient must immediately return to the Provider or destroy all Documents containing the Confidential Information in its possession, power or control, including any material created or generated by the Recipient.
  3. The Provider makes no representations or warranties in relation to the Confidential Information, including the completeness of any information provided.
  4. To the maximum extent permitted by law, the Provider disclaims all liability for any loss or damage suffered by any person using, disclosing, relying or acting on any information disclosed by the Provider or any of its Representatives.
3. PROTECTIVE COVENANTS

Covenants
  1. In consideration of the Provider entering into this Agreement, the Recipient covenants with the Provider that, except with the Provider’s prior consent in writing and solely for the purpose of complying with its obligations under this Agreement, neither the Recipient nor its Representatives will do any of the following during the period of 3 years from the date of this Agreement anywhere in Australia:
    1. solicit, canvass, approach or accept any custom from any client or referrer of the Provider or any of its Representatives with a view to:
      1. offering or providing any products or services to that person similar to those offered or provided by the Provider or any of its Representatives; or
      2. otherwise obtaining the custom of that person;
    2. market the products or services directly to any client or referrer of the Provider or any of its Representatives by using any means;
    3. induce or assist in the inducement of any client or referrer of the Provider or any of its Representatives to end their agreement or arrangement the Provider or any of its Representatives or enter into any other agreement or arrangement with any party in connection with the provision of products or services similar to those provided by the Provider or any of its Representatives
    4. interfere with the relationships of the Provider or any of its Representatives with any of its employees, clients or referrers; and
    5. induce or assist in the inducement of any employee of the Provider or any of its Representatives to leave that employment.
Deemed breach
  1. The Recipient will be deemed to be in breach of clause 3.1 if the Recipient or any of its Representatives:
    1. is a partner, director, employee, secondee, consultant or agent of any person who does the relevant action referred to in that clause;
    2. has any direct or indirect financial interest (as shareholder, beneficiary under a trust or otherwise) in any person who does the relevant action referred to in that clause; or
    3. is a partner, director, employee, secondee, consultant or agent of any person who has a direct or indirect financial interest (as a shareholder, beneficiary under a trust or otherwise) in any person who does the relevant action referred to in that clause.
Independence of covenants
  1. Each of the covenants imposed by clause 3.1 is a separate and independent obligation from the other restraint obligations imposed under this Agreement (although they are cumulative in effect).
Equitable remedies
  1. The Recipient acknowledges that a breach of the protective covenants set out in this Agreement by it may cause the Provider and its Representatives irreparable damage for which monetary damages would not be an adequate remedy. Accordingly, in addition to a claim for damages and any other remedies available at law or in equity, the Provider or any of its Representatives may seek specific performance or injunctive relief (as appropriate) against any breach or threatened breach of the protective covenants by the Recipient.
4. INTELLECTUAL PROPERTY

Ownership of intellectual property
  1. The Recipient acknowledges and agrees that all Intellectual Property discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the performance of the services by the Recipient vests in, and is assigned to, the Provider on creation. The Recipient must execute all Documents and do all things required to give effect to this clause.
Use
  1. The Recipient may not use Documents for any purpose, other than for the Express Purpose, including without limitation:
    1. reproducing any part of the Documents in any form;
    2. transferring or distributing any part of the Documents in any form;
    3. transmitting any part of the Documents by any medium of communication;
    4. uploading or reposting any part of the Documents to any other site;
    5. recompiling, disassembling or modifying any part of the Documents;
    6. making any derivate works of any part of the Documents;
    7. using any part of the Documents for any commercial purpose;
Recipient’s existing material
  1. If any Document is owned by the Recipient and such Document is incorporated in or attached to any Intellectual Property owned by the Recipient, the Recipient grants the Provider a perpetual, irrevocable, transferable and royalty-free licence (including the right to sub-license) to exercise all Intellectual Property rights in such material, matter or thing for the purpose of accessing and using the Intellectual Property owned by the Recipient.
No infringement
  1. The Recipient must not infringe the Intellectual Property rights of the Provider or a third party in connection with providing its services.
5. GENERAL PROVISIONS
  1. The Recipient’s obligations in this Agreement continue to apply other than to the extent that the Provider specifically releases the Recipient in writing from any such obligations or to the extent that any information is no longer confidential. Information will not be confidential to the extent that it is expressly identified as not being Confidential Information in the definition of Confidential Information.
  2. The Recipient continually indemnifies the Provider against any claim, liability, loss, damage or expense (including legal costs on a full indemnity basis) that the Provider incurs or suffers directly or indirectly as a result of a breach of this Agreement by the Recipient or any of its Representatives, any unauthorised disclosure or use by a person who received Confidential Information from any of them or a breach of any Privacy Law.
6. GOVERNING LAW AND JURISDICTION
  1. This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.
7. DEFINITIONS
  1. In this Agreement the following definitions apply:
    Confidential Information means any Provider’s products, services, projects, activities, finances, dealings, ideas, know-how, whether actual or proposed, and any other information or Documents of the Provider or any of its Representative, with any such information being either:
    1. supplied by the Provider or any of its Representatives to the Recipient or any of its Representatives; or
    2. otherwise obtained by the Recipient or any of its Representatives,
      whether before or after execution of this Agreement, in connection with the Express Purpose or the Provider in any way.

    Document means a document, application, software, material, content, code or any other matter or thing (whether in physical or electronic form).

    Express Purpose means the purpose of exploring business opportunities between the Provider and Recipient.
    Intellectual Property means:

    1. inventions, discoveries and novel designs, whether or not registered or registrable as patents or designs, including developments or improvements or equipment, circuit layouts, products, technology, processes, methods or techniques;
    2. copyright (including future copyright) throughout the world in all literary works, artistic works, computer software, and any other works or subject matter in which copyright subsists and may in the future subsist;
    3. the Confidential Information and trade secrets;
    4. trade and service marks (whether registered or unregistered);
    5. trading and business names;
    6. ideas;
    7. know-how;
    8. brand names and logos; and
    9. telephone numbers, security and pass codes and passwords;

    Representative means any director, officer, employee, agent, contractor, financier, professional adviser or related person, company or any other entity of a party.