Confidentiality Deed

Confidentiality Deed

Non-Disclosure Agreement — The Orbital

This Confidentiality Deed ("Deed") is made between Brain Based Therapies Pty Ltd of 187A Imlay Street, Eden NSW 2551, Australia ("Discloser") and the individual or entity identified in the execution block below ("Recipient").

1. Purpose

The Recipient wishes to receive, evaluate and/or access confidential information, clinical documentation, training materials and commercial information relating to the Orbital multi-axis vestibular rehabilitation device (the "Purpose").

2. Confidential Information

"Confidential Information" means all non-public information disclosed by or on behalf of the Discloser to the Recipient, in any form, including the design, operation, clinical protocols, training materials, know-how, research data, pricing and business information relating to the Orbital, whether or not marked as confidential.

3. Obligations of the Recipient

The Recipient must: (a) keep the Confidential Information strictly confidential; (b) use it solely for the Purpose; (c) not disclose it to any third party without the Discloser’s prior written consent; (d) protect it using no less than reasonable care; and (e) limit access to personnel who need it for the Purpose and who are bound by equivalent obligations of confidentiality.

4. Exclusions

The obligations in this Deed do not apply to information that: (a) is or becomes public other than through a breach of this Deed; (b) was lawfully known to the Recipient before disclosure; (c) is independently developed by the Recipient without use of the Confidential Information; or (d) is required to be disclosed by law, provided the Recipient gives the Discloser prompt written notice where lawfully permitted.

5. No Licence or Transfer

Nothing in this Deed transfers or grants any right, title, licence or interest in the Confidential Information or in any intellectual property of the Discloser. All Confidential Information remains the property of the Discloser.

6. Return or Destruction

On the Discloser’s written request, the Recipient must promptly return or destroy all Confidential Information and any copies, and confirm in writing that it has done so.

7. Term

This Deed commences on the date of execution below. The confidentiality obligations survive for a period of five (5) years from that date, and indefinitely for any Confidential Information that constitutes a trade secret.

8. Governing Law

This Deed is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State.

9. Electronic Execution

The parties agree that this Deed may be signed and exchanged by electronic means, and that an electronic signature is valid and binding for the purposes of the Electronic Transactions Act 2000 (NSW).