Mutual Non-Disclosure Agreement

Parties

TenantSage™ (ABN: [TO BE INSERTED]) — "Disclosing Party" / "Receiving Party"

[PROSPECT COMPANY NAME] (ABN/ACN: [TO BE INSERTED]) — "Receiving Party" / "Disclosing Party"

1. Definition of Confidential Information

1.1 "Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or electronically, that is marked as confidential or would reasonably be considered confidential, including:

• Technical architecture, designs, algorithms, or source code
• Business plans, strategies, or financial information
• Customer lists, pricing, or commercial terms
• Security assessments, compliance documentation, or risk analyses
• Product roadmaps, features, or development plans
• Any information disclosed during technical workshops or demonstrations

1.2 TenantSage™ Confidential Information includes specifically: Reference Architecture documentation, Security assessment packs, Technical specifications, Deployment methodologies, Pricing structures, and Performance benchmarks.

1.3 Confidential Information does NOT include: information that is publicly available, was rightfully in the party's possession prior to disclosure, is received from a third party without breach, is independently developed, or is required to be disclosed by law.

2. Obligations of Receiving Party

2.1 Non-Disclosure. The Receiving Party agrees to hold all Confidential Information in strict confidence, not disclose to any third party without written consent, use solely for evaluating the potential business relationship, and protect with at least reasonable care.

2.2 Limited Disclosure. Disclosure permitted only to employees or advisors with legitimate need to know who have agreed to equivalent confidentiality obligations.

2.4 No Reverse Engineering. The Receiving Party shall not reverse engineer, disassemble, or decompile any software or algorithms, nor use Confidential Information to develop competing products or services.

3. Intellectual Property

3.1 Nothing herein grants any license in any intellectual property, including patents, trademarks (including "TenantSage™," "Real-Time Inheritance™," and "Ghost Effect™"), copyrights, or trade secrets.

3.3 Patent-Pending Technology. The Receiving Party acknowledges TenantSage™ incorporates patent-pending governance architecture and agrees not to file patent applications based on disclosed information or challenge any TenantSage™ patents.

4. Term and Termination

4.1 This Agreement commences on the Effective Date and continues for two (2) years, unless earlier terminated by either party upon thirty (30) days' written notice.

4.2 Confidentiality obligations survive termination and continue for five (5) years from date of disclosure.

4.3 Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction in writing.

5. No Obligation to Proceed

This Agreement does not obligate either party to enter into any further agreement or restrict either party's right to independently develop similar products. Either party may terminate discussions at any time without liability.

6. No Warranty

All Confidential Information is provided "AS IS" without warranty of any kind. The Disclosing Party shall not be liable for any errors or inaccuracies in Confidential Information.

7. Remedies

7.1 Injunctive Relief. Breach may cause irreparable harm for which monetary damages are inadequate. The Disclosing Party shall be entitled to seek injunctive relief without proving actual damages.

7.3 Indemnification. The Receiving Party shall indemnify the Disclosing Party from any losses arising from breach of this Agreement.

8. General Provisions

8.1 Governing Law: Laws of New South Wales, Australia (for Australian prospects) or Thailand (for Thai prospects).

8.3 This Agreement constitutes the entire agreement concerning the subject matter and supersedes all prior agreements.

8.9 Electronic signatures shall be deemed valid.

9. TenantSage™ Evaluation Specific Provisions