Next Seven Again Pty Ltd ACN xxx xxx xxx · Level [00], [Address]
[Suburb] [STATE] [Postcode]
Earth Intelligence – Generational Impact

One-Way Non-Disclosure Agreement

Used when Nxt7a is the disclosing party – for example, sharing the platform under evaluation, fundraising materials, or unreleased methodology with a single counterparty. The Recipient is bound; Nxt7a is not.

Purpose. Nxt7a wishes to disclose Confidential Information to the Recipient so that the Recipient can [evaluate the Nxt7a platform / consider an investment / consider a commercial relationship / [other purpose]] (the Purpose). The Recipient agrees to receive that Confidential Information on the terms below.

1 · Confidential Information

1. Definition

   Confidential Information means any non-public information disclosed by Nxt7a (or anyone acting on its behalf) to the Recipient in connection with the Purpose, whether orally, in writing, electronically, or by inspection of premises or systems. It includes (without limitation) Nxt7a's business plans, financial information, customer and pricing data, source code, datasets, methodologies, models, technical know-how, personnel information, and the existence and terms of these discussions.

2. Marking Not Required

   Information is Confidential Information regardless of whether it is marked or identified as confidential at the time of disclosure, provided that a reasonable person would treat it as confidential given its nature and the circumstances.

2 · Recipient Obligations

1. Permitted Use

   The Recipient will use the Confidential Information solely for the Purpose. The Recipient will not use it for any other purpose, including (without limitation) to compete with Nxt7a, to develop a substantially similar product or service, or to solicit Nxt7a's customers, employees, or contractors.

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 equivalent importance, and in any event using no less than a reasonable standard.

3. Permitted Disclosures

   The Recipient may disclose Confidential Information only to those of its directors, officers, employees, contractors, and professional advisers (collectively, Representatives) who: (a) have a need to know it for the Purpose; (b) have been informed of its confidential nature; and (c) are bound by confidentiality obligations no less protective than those in this Agreement. The Recipient is responsible for any breach by its Representatives.

4. No Reverse Engineering

   The Recipient will not (and will not permit any third party to) copy, decompile, disassemble, reverse-engineer, scrape, benchmark, or attempt to derive the source code, structure, or underlying datasets of any software or platform made available as Confidential Information.

5. Notification Of Breach

   The Recipient will notify Nxt7a promptly in writing if it becomes aware of any unauthorised use or disclosure of Confidential Information, and will reasonably cooperate with Nxt7a to mitigate the breach.

3 · Exceptions

The obligations in clause 2 do not apply to information that the Recipient can demonstrate:

1. is or becomes publicly known otherwise than by breach of this Agreement;
2. was already known to the Recipient without confidentiality obligations before disclosure by Nxt7a;
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 who is not under a confidentiality obligation.

4 · Required Disclosure

If the Recipient is required by law, court order, or a regulator or stock exchange to disclose Confidential Information, the Recipient will (where lawful and reasonably practicable) give Nxt7a prompt written notice in advance, cooperate with Nxt7a in seeking a protective order, and disclose only that portion of the information that is legally required.

5 · Return Or Destruction

On Nxt7a's written request or termination of this Agreement, the Recipient will promptly: (a) cease using the Confidential Information; (b) return or securely destroy all Confidential Information in its possession or control, including all copies, notes, and derivatives; and (c) certify completion in writing if requested. The Recipient may retain copies required by law or by its bona fide internal backup or audit procedures, provided those copies remain subject to this Agreement indefinitely.

6 · No Licence Or Representation

All Confidential Information remains the property of Nxt7a. Nothing in this Agreement grants the Recipient any licence, right, or interest in the Confidential Information or any Intellectual Property of Nxt7a, except the limited right to use the Confidential Information for the Purpose. Confidential Information is provided "as is"; Nxt7a makes no representation or warranty as to its accuracy or completeness.

7 · No Solicitation

During the term of this Agreement and for twelve (12) months after, the Recipient will not directly or indirectly solicit for employment or engagement any Nxt7a personnel with whom the Recipient had substantive contact in connection with the Purpose, other than through general public advertising not specifically targeted at Nxt7a personnel.

8 · Remedies

The Recipient acknowledges that damages may be an inadequate remedy for breach of this Agreement and that Nxt7a is entitled to 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.

9 · Term

This Agreement commences on the date last signed and continues for five (5) years from that date. The Recipient's obligations of confidentiality continue for five (5) years from the date of disclosure of the relevant Confidential Information, and indefinitely in respect of any item that constitutes a trade secret of Nxt7a.

10 · No Obligation To Proceed

Nothing in this Agreement obliges either party to enter into any further agreement, transaction, or business relationship. Nxt7a may discontinue the Purpose at any time.

11 · General

1. No Assignment

   The Recipient may not assign or transfer this Agreement without Nxt7a's prior written consent.

2. Entire Agreement

   This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior arrangements concerning confidentiality for the Purpose.

3. Counterparts

   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