1. Purpose

This Mutual Non-Disclosure Agreement ("Agreement") enables pre-engagement discussions concerning strategic AI, data, automation, or advisory services ("Purpose"). The parties agree to protect each other’s confidential information shared to evaluate or commence work together.

2. Definitions

Confidential Information means any non-public, proprietary, or commercially sensitive information disclosed before or after the Agreement date, whether oral, written, electronic, or in any other form. It includes business processes, data sets, customer details, product roadmaps, pricing, intellectual property, algorithms, and any information marked confidential or that by its nature ought reasonably be regarded as confidential.

3. Obligations

• Each party will hold the other’s Confidential Information in strict confidence and use it only for the Purpose.
• Confidential Information may be shared internally on a need-to-know basis with directors, employees, contractors, or professional advisers who are bound by confidentiality obligations no less protective than this Agreement.
• Each party will implement security safeguards aligned with the Australian Privacy Act 1988 (Cth), the Corporations Act 2001 (Cth), and industry best practice to prevent unauthorised access, disclosure, alteration, or loss.
• Neither party will reverse engineer, decompile, or copy Confidential Information unless expressly permitted in writing.

4. Exclusions

Confidential Information does not include information that: (a) is or becomes public other than through breach of this Agreement; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed without reference to the disclosing party’s information; or (d) is authorised in writing for release.

5. Mandatory disclosure

If a party must disclose Confidential Information by law, court order, or regulator (including obligations under the Competition and Consumer Act 2010 (Cth)), it will provide prompt written notice (unless legally prohibited) and enable the other party to seek protective measures.

6. Data handling & privacy

Any Personal Information (as defined in the Privacy Act 1988 (Cth)) will be handled in compliance with the Australian Privacy Principles. Each party will notify the other without undue delay of any data breach affecting the disclosing party’s Confidential Information and cooperate in any remedial action.

7. Intellectual property

All Confidential Information remains the property of the disclosing party. No licence or ownership rights are granted except the limited right to use the information for the Purpose.

8. Non-compete obligations

During the term of this Agreement and for a period of twelve (12) months following its termination or expiry, the Client agrees not to, directly or indirectly, without Aristos AI’s prior written consent:

• Solicit, hire, or engage any employee, contractor, or consultant of Aristos AI who has been involved in discussions or work related to the Purpose;
• Use Confidential Information disclosed by Aristos AI to develop, offer, or provide competing services that substantially replicate Aristos AI’s methodologies, frameworks, or proprietary approaches;
• Disclose Aristos AI’s pricing structures, service models, or strategic plans to third parties for competitive advantage.

This clause does not prevent the Client from engaging in its ordinary course of business or restrict lawful competition, provided such activities do not rely on or derive from Aristos AI’s Confidential Information. Any breach may result in injunctive relief and damages as permitted by law.

9. Term & termination

This Agreement commences on acceptance below and continues for three (3) years, or until replaced by a formal engagement agreement, whichever occurs first. Either party may terminate with thirty (30) days’ written notice. Clauses concerning confidentiality, non-compete obligations, privacy, governing law, and remedies survive termination.

10. Return or destruction

On request or termination, each party will promptly return or securely destroy Confidential Information (including backups) in its possession, except for electronic copies retained under mandatory record-keeping or backup policies, which remain protected under this Agreement.

11. Remedies

Unauthorised disclosure may cause irreparable harm. In addition to damages, the disclosing party may seek injunctive relief or specific performance. Nothing limits statutory guarantees under Australian Consumer Law.

12. Governing law

This Agreement is governed by the laws of Western Australia, Australia. The parties submit to the exclusive jurisdiction of courts in Western Australia.

13. Electronic acceptance

The parties consent to execute this Agreement electronically under the Electronic Transactions Act 1999 (Cth) and equivalent state legislation. A digitally signed or typed acceptance is enforceable as an original.