MUTUAL NON-DISCLOSURE AGREEMENT
This Agreement is made on 15 September 2026 between Northstar Analytics Pty Ltd of Melbourne, Victoria and Cedar Retail Group Pty Ltd of Melbourne, Victoria.
1. Purpose
The parties wish to discuss a proposed customer-support analytics software pilot. Each party may disclose confidential information solely for evaluating or carrying out that purpose.
2. Confidential information
Confidential Information means non-public commercial, financial, technical, operational or personal information disclosed in any form and identified as confidential or which a reasonable person would understand to be confidential.
3. Recipient obligations
Each recipient must:
- use Confidential Information only for the Purpose;
- protect it using at least reasonable security measures;
- disclose it only to personnel and professional advisers who need it and are bound by confidentiality duties; and
- promptly notify the disclosing party of any suspected unauthorised access or disclosure.
4. Exclusions
The obligations do not apply to information the recipient can demonstrate was already lawfully known, becomes public without breach, is received lawfully from another source, or is independently developed without using Confidential Information.
5. Required disclosure
A recipient may disclose information where required by law or a competent authority. Where lawful, the recipient must give prompt notice and disclose only what is required.
6. Ownership and no licence
Confidential Information remains the property of the disclosing party. No intellectual property licence is granted except the limited right to use information for the Purpose.
7. Return or destruction
On written request, each recipient must return or securely destroy Confidential Information, except for copies retained automatically or as required by law and kept subject to this Agreement.
8. Term
This Agreement begins on the date above. Confidentiality obligations continue for 3 years, except that trade secrets remain protected for as long as they qualify for protection under applicable law.
9. Governing law
This Agreement is governed by the law of Victoria, Australia, and the courts of Victoria have non-exclusive jurisdiction.
10. Standard of care and security
Each recipient will apply safeguards no less protective than those used for its own information of similar sensitivity, including access controls, multi-factor authentication for relevant systems, encrypted transmission and prompt removal of access when personnel cease working on the Purpose. Neither party may upload the other's source material to a public generative-AI service without prior written consent.
11. Incidents
A recipient that becomes aware of loss, misuse or unauthorised disclosure must notify the disclosing party without undue delay, provide available details, take reasonable containment steps and cooperate with investigation and remediation. Notice does not itself constitute an admission of liability.
12. No commitment or warranty
Neither party is obliged to proceed with the proposed customer-support software pilot. Information is provided as available and without a promise that it is complete or error-free. Each party remains responsible for its own evaluation and independent advice.
13. Remedies and general terms
The parties acknowledge that unauthorised disclosure may cause harm not adequately remedied by damages and that a court may grant injunctive relief. A failure to enforce a term is not a waiver. If a term is unenforceable, it is modified to the minimum extent necessary. This Agreement is the entire agreement about confidentiality for the Purpose and may be changed only in writing signed by both parties.
Sample particulars
Party A: Northstar Analytics Pty Ltd, 25 Market Street, Melbourne VIC 3000.
Party B: Cedar Retail Group Pty Ltd, 80 King Street, Melbourne VIC 3000.
Date: 15 September 2026.
Purpose: evaluation and a 60-day pilot of Northstar's customer-support analytics platform.
Confidentiality period: three years after disclosure, with trade secrets protected while legally qualifying as trade secrets.
Governing law: Victoria, Australia. Courts: non-exclusive jurisdiction of the courts of Victoria.
Signatures
For Party A: ____________________ Date: __________
For Party B: ____________________ Date: __________