Non-Disclosure Agreement (NDA) Template

MUTUAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of 25 April 2026 by and between Harbour Digital Pty Ltd ("Disclosing Party") and Southern Ventures Pty Ltd ("Receiving Party"). The parties intend to be legally bound and agree as follows:

The parties wish to explore a potential merger, acquisition, or business combination. In connection therewith, each party may disclose certain confidential and proprietary information to the other party solely for the evaluation and pursuit of that purpose (the "Permitted Purpose"). The Receiving Party shall not use the Confidential Information for any other purpose, including, without limitation, for its own commercial benefit or to compete with the Disclosing Party.

"Confidential Information" means any non-public information disclosed by each party to the other party, in any form or medium (including oral, written, electronic, visual, or observed), that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, business plans, financial data, technical specifications, source code, customer lists, pricing, supplier information, marketing strategies, personnel data, and proprietary methods and processes. Information constituting a Trade Secret under Australian equity law (doctrine of breach of confidence) — including source code, algorithms, proprietary formulas, customer pricing models, and process know-how — is separately protected under the Term clause below. Personal Information (as defined in section 6 of the Privacy Act 1988 (Cth)) that is included in any Confidential Information is also subject to the additional obligations set out in the Privacy and Personal Information clause below.

Southern Ventures Pty Ltd agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent of Harbour Digital Pty Ltd; (c) use Confidential Information solely for the Permitted Purpose; (d) protect Confidential Information with at least the same degree of care used to protect its own most sensitive information, but no less than reasonable care; and (e) limit access to those employees, officers, or advisors who have a strict need to know and who are bound by obligations at least as protective as this Agreement. The Receiving Party shall not, and shall procure that its personnel do not, reverse engineer, decompile, disassemble, or otherwise attempt to derive the underlying source code, algorithms, structure, or composition of any product, sample, prototype, or other tangible embodiment of the Confidential Information, except to the minimum extent that such restriction is prohibited by law (including sections 47B–47D of the Copyright Act 1968 (Cth) regarding interoperability).

Any improvements, derivatives, modifications, feedback, suggestions, or ideas conceived or developed by the Receiving Party arising from access to or use of the Confidential Information (collectively, "Improvements") shall be the sole and exclusive property of the Disclosing Party. The Receiving Party hereby assigns to the Disclosing Party all right, title, and interest in any such Improvements, including all intellectual property rights, and shall execute all documents reasonably necessary to perfect that assignment.

This Agreement does not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure, evidenced by contemporaneous written records; (c) is independently developed by the Receiving Party without reference to the Confidential Information, evidenced by contemporaneous written records; (d) is rightfully received from a third party without breach of any confidentiality obligation; or (e) is required to be disclosed by law, regulation, or by order of an Australian court, tribunal, or government authority — provided that the Receiving Party gives the Disclosing Party prompt written notice (where lawfully permitted) and cooperates in seeking a protective order or other appropriate relief.

Nothing in this Agreement prevents, restricts, or penalises a disclosure that is a protected disclosure under Australian law. Without limitation, the Receiving Party retains the right to make disclosures of Confidential Information: (a) to the Australian Securities and Investments Commission (ASIC), the Australian Prudential Regulation Authority (APRA), or another Commonwealth authority empowered to receive such disclosures, where the disclosure qualifies for whistleblower protection under Part 9.4AAA of the Corporations Act 2001 (Cth); (b) to the Commissioner of Taxation or other authority where the disclosure qualifies under Part IVD of the Taxation Administration Act 1953 (Cth); (c) to a Commonwealth, State, or Territory authority where the disclosure qualifies under the Public Interest Disclosure Act 2013 (Cth) or equivalent State or Territory legislation; (d) to a legal practitioner for the purpose of obtaining legal advice or representation concerning a protected disclosure; and (e) to any court, tribunal, parliamentary committee, or law-enforcement officer in the proper exercise of their statutory functions. Any provision of this Agreement that purports to limit such protected disclosures is void and unenforceable to the extent of that limitation.

Nothing in this Agreement prevents either party or its personnel from: (a) making a complaint or disclosure under the Fair Work Act 2009 (Cth), the Sex Discrimination Act 1984 (Cth) (as amended by the Anti-Discrimination and Human Rights Legislation Amendment (Respect at Work) Act 2022 (Cth)), the Australian Human Rights Commission Act 1986 (Cth), or any State or Territory anti-discrimination, work health and safety, or industrial relations legislation; (b) reporting suspected unlawful conduct, including discrimination, sexual harassment, victimisation, bullying, or work-health-and-safety breaches, to a regulator, ombudsman, or police; or (c) responding truthfully and accurately to a lawful subpoena, summons, court order, or formal investigation. This Agreement is to be read consistently with the Respect@Work Council's Guidelines on the Use of Confidentiality Clauses in the Resolution of Workplace Sexual Harassment Complaints (2022) and shall not be used to silence or impede any such complaint or disclosure.

Where the Confidential Information includes Personal Information as defined in section 6 of the Privacy Act 1988 (Cth), the Receiving Party shall: (a) handle that Personal Information in accordance with the Australian Privacy Principles (APPs) set out in Schedule 1 of the Privacy Act and the Privacy Regulations 2025; (b) only collect, hold, use, and disclose the Personal Information for the Permitted Purpose; (c) maintain reasonable security safeguards to protect the Personal Information from unauthorised access, use, modification, or disclosure (APP 11.1); and (d) comply with the Notifiable Data Breach (NDB) scheme under Part IIIC of the Privacy Act, including the obligation to assess any suspected eligible data breach within 30 days and to notify the Office of the Australian Information Commissioner (OAIC) and affected individuals where required. Without limiting the foregoing, the Receiving Party shall notify the Disclosing Party in writing within 48 hours of becoming aware of any suspected eligible data breach affecting the Personal Information. Any cross-border disclosure of Personal Information shall comply with APP 8, including by ensuring that the overseas recipient is bound by enforceable obligations substantially similar to the APPs, or that one of the exceptions in APP 8.2 applies. The Receiving Party accepts that, under section 16C of the Privacy Act, the Disclosing Party may remain liable for acts of the overseas recipient. Upon expiry or termination of this Agreement, the Receiving Party shall securely destroy or de-identify all Personal Information within thirty (30) days in accordance with APP 11.2, and shall provide written certification of destruction.

This Agreement shall remain in effect for three (3) years from the Effective Date, after which the obligations of confidentiality with respect to general Confidential Information shall expire. Notwithstanding the foregoing, information that constitutes a trade secret under Australian equity law (doctrine of breach of confidence as articulated in Coco v AN Clark (Engineers) Ltd [1969] RPC 41 and as applied in Optus Networks Pty Ltd v Telstra Corporation Ltd [2010] FCAFC 21) shall remain protected for as long as it retains trade secret status, regardless of the expiration or termination of this Agreement.

Upon written request by Harbour Digital Pty Ltd, or upon expiration or termination of this Agreement, the Receiving Party shall promptly return or certifiably destroy all Confidential Information and all copies, extracts, or derivatives thereof, and shall provide written certification of such return or destruction within fourteen (14) days. The Receiving Party may retain one archival copy in its legal records solely to evidence compliance with this Agreement, subject to continuing confidentiality obligations.

The parties acknowledge that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, Harbour Digital Pty Ltd shall be entitled to seek interlocutory, interim, or permanent injunctive relief in any court of competent jurisdiction in Australia, without the necessity of posting security or proving actual monetary loss, in addition to any other remedies available at law or in equity (including an account of profits and equitable compensation for breach of confidence). In any proceeding to enforce or interpret this Agreement, the successful party shall be entitled to recover its reasonable legal costs on a full indemnity basis from the other party, including counsel fees, expert witness fees, and disbursements.

During the term of this Agreement and for a period of six (6) months thereafter, the Receiving Party shall not, directly or indirectly, solicit, recruit, or induce any employee, contractor, or consultant of the Disclosing Party with whom the Receiving Party had material contact or became aware of in connection with this Agreement, without the prior written consent of the Disclosing Party. Australian courts assess non-solicitation clauses for reasonableness as to scope, duration, and geographic extent; this clause is intended to operate to the maximum extent enforceable, and any portion held unreasonable shall be read down rather than struck out.

Before commencing court proceedings (other than for urgent interlocutory injunctive relief), the parties shall attempt in good faith to resolve any dispute arising under or in connection with this Agreement by mediation administered by the Resolution Institute (or another accredited mediation body agreed by the parties) under its Mediation Rules. The mediation shall take place in the capital city of New South Wales within thirty (30) days of a written mediation request. The mediator's fees and venue costs shall be borne equally by the parties. This clause does not prevent either party from seeking urgent injunctive relief at any time.

This Agreement is governed by and construed in accordance with the laws of the State or Territory of New South Wales and, where applicable, the laws of the Commonwealth of Australia, without regard to conflict-of-laws principles. Subject to the dispute-resolution clause above, disputes shall be resolved exclusively in Supreme Court of New South Wales, Sydney Registry, and each party submits to the exclusive jurisdiction of that court.

This Agreement may be executed electronically and in counterparts. Electronic signatures are valid and enforceable under the Electronic Transactions Act 1999 (Cth) and the equivalent State and Territory electronic transactions legislation, and each electronic signature carries the same legal weight as a handwritten signature. The parties consent to the use of electronic communications for the purpose of forming, signing, and varying this Agreement.

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings.
Amendment: No amendment is valid unless in writing and signed by both parties.
Severability: If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force; where possible, the offending provision shall be read down rather than struck out.
Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement rights.
Assignment: Neither party may assign its rights or obligations without the prior written consent of the other party, except to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.
Counterparts: This Agreement may be executed in counterparts, including electronic counterparts, each constituting an original and all together forming one instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.