Confidentiality & Non-Disclosure Agreement

TVBUTLERPRO — BEHAVIOURAL INTELLIGENCE PLATFORM

This Confidentiality & Non-Disclosure Agreement ("Agreement") is entered into between the Disclosing Party — Bulahdelah Clydesdales, trading as TV Butler Pro — and the Recipient, the individual or organisation identified in the acceptance details provided. Together, the "Parties".

1. Purpose

The Disclosing Party is considering a potential acquisition, investment, licensing arrangement, partnership or other commercial transaction involving the TVButlerPro Behavioural Intelligence Platform. The Recipient wishes to review confidential information solely for the purpose of evaluating that potential transaction, and agrees to use it only for that purpose.

2. Confidential Information

"Confidential Information" means all non-public information disclosed or made available to the Recipient in connection with the potential transaction, whether provided in writing, electronically, visually, verbally, through a data room, through demonstrations, or by any other means, including without limitation:

• the TVButlerPro Behavioural Intelligence Platform, its software and technology;
• intellectual property, technical architecture and systems;
• methodologies, processes, and behavioural intelligence methodology;
• behavioural signals, patterns, insights, and data structures;
• technical and product documentation, demonstrations, reports, analysis and research;
• commercial and financial information, pricing and commercial models;
• business strategies, plans, market information, and development plans;
• customer, supplier or prospect information where applicable;
• information contained within the Deal Room; and
• information derived from, based upon or incorporating any of the above.

Confidential Information also includes the existence and nature of non-public discussions concerning the potential transaction.

3. Recipient Obligations

The Recipient agrees to keep all Confidential Information strictly confidential; use it solely to evaluate the potential transaction; not disclose it to any unauthorised third party; take reasonable steps to protect it from unauthorised access, disclosure, copying or use; and not use it for any competing, commercial or unrelated purpose.

4. Permitted Representatives

The Recipient may disclose Confidential Information only to directors, officers, employees, professional advisers, legal advisers, accountants, financiers or other representatives with a genuine need to know for the purpose of evaluating the potential transaction, and must ensure such persons are subject to appropriate confidentiality obligations. The Recipient remains responsible for any unauthorised disclosure by its permitted representatives, to the extent permitted by law.

5. Restrictions on Use

The Recipient must not use Confidential Information to develop or assist a competing product or service; for any purpose other than evaluating the potential transaction; for unrelated commercial exploitation; to disclose to competitors or unrelated third parties; to copy or reproduce except as reasonably necessary for evaluation; or to circumvent, bypass or undermine the Disclosing Party's commercial interests. The Recipient must not attempt to reverse engineer, decompile or otherwise derive underlying technical information from software or systems made available during the evaluation, except where expressly authorised in writing or permitted by law.

6. Exclusions

Confidential Information does not include information the Recipient can demonstrate: was already lawfully known before disclosure; is or becomes publicly available through no breach of this Agreement; was independently developed without reference to the Confidential Information; or was lawfully obtained from a third party under no obligation of confidentiality.

7. Required Disclosure

If required by law, regulation, court order or governmental authority to disclose Confidential Information, the Recipient may do so to the extent legally required, providing reasonable prior notice to the Disclosing Party where legally permitted.

8. Return or Destruction of Information

Upon written request from the Disclosing Party, or when discussions cease, the Recipient must, subject to applicable legal or regulatory requirements, return or destroy Confidential Information in its possession, other than copies retained under legal, regulatory, professional or backup obligations, which remain subject to this Agreement.

9. No Obligation to Proceed

Nothing in this Agreement obliges either Party to proceed with, negotiate, complete or enter into any transaction. A transaction only becomes binding once appropriate definitive agreements have been negotiated, executed and become effective.

10. No Transfer of Intellectual Property

Disclosure of Confidential Information grants the Recipient no ownership, licence, intellectual property right or other proprietary interest in it or the TVButlerPro Behavioural Intelligence Platform, except where expressly agreed in a separate written agreement.

11. Accuracy and Due Diligence

Confidential Information is provided for evaluation and due diligence purposes. The Recipient should conduct its own independent assessment before entering into any transaction. Nothing in this Agreement represents or commits that a transaction will proceed.

12. Confidentiality of Discussions

Unless already publicly known or otherwise permitted in writing, the Recipient must also keep confidential the fact that discussions are taking place, the identity of the Parties where not already public, the nature of the proposed transaction, and the existence of non-public acquisition discussions.

13. Term

The confidentiality and non-use obligations under this Agreement remain in effect for two (2) years from the date of acceptance, without limiting any rights or obligations that continue beyond that period under applicable law or a separate written agreement.

14. Remedies

The Recipient acknowledges that unauthorised disclosure or misuse of Confidential Information may cause serious commercial harm to the Disclosing Party, which may seek any remedies available under applicable law, including equitable or injunctive relief where appropriate.

15. Governing Law

This Agreement is governed by the laws of New South Wales, Australia, and the Parties submit to the jurisdiction of its courts.

16. Acceptance

By accepting this Agreement, the Recipient confirms they have read and understood it, agree to comply with its terms, will use the Confidential Information solely for evaluating the potential transaction, and understand that access to confidential technical and commercial information is conditional upon acceptance.