Parties. This Mutual Non-Disclosure Agreement (the "Agreement") is made between Index Clinic Australia Pty Ltd ("Index Clinic"), and the individual or entity identified by the name, email and signature provided below (the "Recipient"). Index Clinic and Recipient are each a "Party" and together the "Parties".
1. Purpose
The Parties wish to explore a potential investment, partnership or business relationship (the "Purpose"). In connection with the Purpose, each Party may disclose Confidential Information to the other.
2. Confidential Information
"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), in any form, that is identified as confidential, marked as such, or that the Receiving Party should reasonably understand to be confidential. This includes financial models, customer data, strategy, technology, supplier relationships, pricing, the contents of the attached proposal memo, and the existence and substance of discussions between the Parties.
3. Obligations
The Receiving Party will: (a) hold the Confidential Information in strict confidence; (b) use it solely for the Purpose; (c) not disclose it to any third party without the Disclosing Party's prior written consent, except to its own directors, employees, advisors and counsel who have a need to know and are bound by obligations of confidentiality no less protective than those set out here; and (d) protect it using at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care.
4. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure, without obligation of confidentiality; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is rightfully received from a third party without restriction.
5. Compelled disclosure
If the Receiving Party is required by law, regulation or court order to disclose Confidential Information, it will, where lawful, provide prompt notice to the Disclosing Party so that the Disclosing Party may seek a protective order. Disclosure under compulsion does not otherwise change the confidential nature of the information.
6. No licence
Nothing in this Agreement transfers ownership of, or grants any licence under, any intellectual property rights of either Party. All Confidential Information remains the property of the Disclosing Party.
7. Non-circumvention
For a period of two (2) years from the date of this Agreement, the Receiving Party will not, directly or indirectly, use the Confidential Information to circumvent the Disclosing Party in dealings with customers, suppliers, advisors, prescribers, pathology providers or other commercial counterparties identified through the Confidential Information.
8. Term and return
This Agreement commences on acceptance and continues for two (2) years. The obligations of confidentiality survive termination for a further three (3) years. On written request, the Receiving Party will promptly return or destroy all Confidential Information in its possession or control.
9. No obligation to proceed
This Agreement does not commit either Party to any investment, transaction or further engagement. Each Party is free to terminate discussions at any time.
10. Governing law
This Agreement is governed by the laws of Queensland, Australia. The Parties submit to the exclusive jurisdiction of the courts of Queensland for any dispute arising out of or in connection with this Agreement.
NDA version: 2026-06-01.v1