CONFIDENTIAL INFORMATION & NON-DISCLOSURE AGREEMENT
Between: Bodill Ventures Pty Ltd, ABN 13 615 431 797 ("Disclosing Party")
And: The undersigned investor ("Receiving Party")
Effective Date: As of the date of acceptance below
1. PURPOSE
The Disclosing Party wishes to disclose certain confidential information to the Receiving Party regarding the Aquanaut investment opportunity, including but not limited to the Investment Memorandum, financial data, business plans, projections, and operational strategies.
2. CONFIDENTIAL INFORMATION
For purposes of this Agreement, "Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party, whether written, oral, electronic, or visual, including:
(a) The Investment Memorandum and all associated materials
(b) Financial statements, projections, and forecasts
(c) Business plans, strategies, and operational data
(d) Technical information and trade secrets
(e) Customer lists and market analysis
(f) Any other information marked as "Confidential" or reasonably understood to be confidential
3. OBLIGATIONS OF RECEIVING PARTY
The Receiving Party agrees to:
(a) Maintain the Confidential Information in strict confidence
(b) Not disclose the Confidential Information to any third party without prior written consent
(c) Use the Confidential Information solely for the purpose of evaluating the investment opportunity
(d) Not use the Confidential Information for any competitive purpose
(e) Protect the Confidential Information using reasonable security measures
(f) Return all Confidential Information upon request or termination of access
4. EXCEPTIONS
The obligations under this Agreement shall not apply to information that:
(a) Is or becomes publicly available through no breach of this Agreement
(b) Was rightfully possessed by the Receiving Party prior to disclosure
(c) Is independently developed by the Receiving Party without reference to the Confidential Information
(d) Is rightfully received from a third party without confidentiality obligations
(e) Must be disclosed by operation of law, court order, or regulatory requirement (with prompt written notice to Disclosing Party)
5. TERM
This Agreement shall remain in effect for a period of five (5) years from the date of acceptance, unless earlier terminated by either party with written notice.
6. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of laws principles.
7. NO LICENSE OR OBLIGATION
This Agreement does not create any obligation for the Disclosing Party to disclose Confidential Information, nor does it grant any license or rights to the Receiving Party except as expressly stated herein.
8. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior negotiations, representations, and agreements.
By submitting this form, you acknowledge that you have read, understood, and agree to be bound by the terms of this Non-Disclosure Agreement.
Please agree to the Non-Disclosure Agreement to proceed.
