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Earth Intelligence – Generational Impact

Mutual Non-Disclosure Agreement

A two-way confidentiality agreement covering discussions between the parties about a potential commercial relationship. Each party may share confidential information; the other party must protect it.

Purpose. The parties wish to evaluate a potential commercial relationship involving Nxt7a's earth intelligence platform and the Counterparty's natural-capital, sustainability, or biodiversity-related activities (the Purpose). To do so, each party may need to share confidential information with the other.

1 · Definitions

1. Confidential Information

   Any non-public information disclosed by one party (the Discloser) to the other (the Recipient) in connection with the Purpose, whether orally, in writing, or by inspection, that is identified as confidential at the time of disclosure or that a reasonable person would treat as confidential given its nature and the circumstances of disclosure. This includes business plans, customer and pricing information, source code, datasets, methodologies, technical know-how, and the existence and terms of these discussions.

2. Representatives

   A party's directors, officers, employees, contractors, advisers, and related body corporates who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations no less protective than this Agreement.

2 · Obligations Of The Recipient

1. Use Restriction

   The Recipient will use the Confidential Information solely for the Purpose. The Recipient will not use it to compete with, reverse-engineer, or develop a product substantially similar to, anything of the Discloser's.

2. Standard Of Care

   The Recipient will protect the Confidential Information using at least the same standard of care it applies to its own confidential information of similar importance, and in any event no less than a reasonable standard.

3. Disclosure Restrictions

   The Recipient will not disclose Confidential Information to any person other than its Representatives, who must be informed of the confidential nature of the information and bound to keep it confidential. The Recipient is responsible for any breach by its Representatives.

4. No Reverse Engineering

   The Recipient will not decompile, disassemble, or reverse-engineer any software, dataset, or other materials provided as Confidential Information.

3 · Exceptions

The obligations in clause 2 do not apply to information that:

1. is or becomes publicly known otherwise than by breach of this Agreement;
2. was already known to the Recipient without confidentiality obligations, as shown by its records, before disclosure;
3. is independently developed by the Recipient's personnel who had no access to the Confidential Information; or
4. is rightfully received from a third party without confidentiality obligations.

4 · Required Disclosure

If the Recipient is required by law, court order, or rules of a regulator or stock exchange to disclose Confidential Information, the Recipient will (where lawful) give the Discloser prompt written notice and reasonable cooperation so the Discloser can seek a protective order. The Recipient will disclose only the portion that is legally required and will continue to treat the remainder as confidential.

5 · Return Or Destruction

On the Discloser's written request, or on termination of this Agreement, the Recipient will promptly return or destroy the Confidential Information in its possession, including all copies, summaries, and notes derived from it, and certify the destruction in writing on request. The Recipient may retain copies required by law or its bona fide internal backup or audit procedures, provided those copies remain subject to this Agreement.

6 · No Licence Or Representation

Nothing in this Agreement grants any right, title, or licence in the Confidential Information except the limited right to use it for the Purpose. Confidential Information is provided "as is". Neither party makes any representation or warranty as to its accuracy or completeness, and each party will rely on its own assessment.

7 · Remedies

The parties acknowledge that damages may be an inadequate remedy for breach of this Agreement. Either party may seek injunctive or other equitable relief without the requirement to prove special damages or to give an undertaking as to damages, in addition to any other remedy available at law.

8 · Term

This Agreement commences on the date last signed and continues for three (3) years from that date. The obligations of confidentiality continue for three (3) years from the date of disclosure of the relevant Confidential Information, and indefinitely for any item that constitutes a trade secret.

9 · No Obligation To Proceed

Nothing in this Agreement obliges either party to enter into any further agreement or to proceed with the Purpose. Either party may terminate the discussions at any time.

10 · General

1. No Assignment

   Neither party may assign this Agreement without the other's prior written consent, except to a related body corporate or in connection with a sale of substantially all of its business.

2. Entire Agreement

   This Agreement is the entire agreement between the parties on the subject of confidentiality for the Purpose and supersedes all prior arrangements on that subject.

3. Counterparts & Electronic Execution

   This Agreement may be executed in counterparts and by electronic signature, each of which constitutes an original and all of which together constitute the same instrument.

4. Governing Law

   This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of that State.

Executed As An Agreement