Each party intends to disclose certain confidential and proprietary information to the other party for the purpose of evaluating and carrying out a potential or existing business engagement relating to web design, development and digital services (the "Purpose"). The parties agree as follows:

1. Definition of Confidential Information

"Confidential Information" means any information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes but is not limited to:

1. Business plans, strategies, financials and projections
2. Product concepts, software, source code, designs and specifications
3. Customer and supplier lists, pricing and commercial terms
4. Technical know-how, methodologies and trade secrets
5. Any information marked "Confidential" or "Proprietary"

2. Obligations of the Receiving Party

The Receiving Party agrees to:

1. Hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care)
2. Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party
3. Use the Confidential Information solely for the Purpose and for no other purpose
4. Limit access to Confidential Information to those employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those in this Agreement

3. Exceptions

The obligations in clause 2 do not apply to information that:

1. Is or becomes publicly available through no breach of this Agreement by the Receiving Party
2. Was rightfully known to the Receiving Party without restriction prior to disclosure
3. Is independently developed by the Receiving Party without use of the Confidential Information
4. Is required to be disclosed by law, court order or regulatory authority, provided that the Receiving Party gives prompt written notice to the Disclosing Party where permitted

4. No Licence

Nothing in this Agreement grants either party any right, title or interest in or to the other party's Confidential Information. No licence to any intellectual property is granted by this Agreement.

5. Return or Destruction

Upon written request from the Disclosing Party, or upon termination of the Purpose, the Receiving Party will promptly return or destroy all Confidential Information and any copies thereof, and certify in writing that it has done so.

6. Term

This Agreement commences on the Effective Date and continues for a period of two (2) years, unless terminated earlier by mutual written agreement. The obligations of confidentiality survive termination of this Agreement for a further period of two (2) years.

7. Remedies

Each party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy. The Disclosing Party is entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law.

8. General

1. Governing law: This Agreement is governed by the laws of South Australia, Australia. Each party submits to the exclusive jurisdiction of the courts of South Australia.
2. Entire agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings.
3. Amendments: This Agreement may only be amended by a written instrument signed by both parties.
4. Severability: If any provision of this Agreement is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.