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Pain Free Back Pty Ltd

50 52 Mills Street Middle Park


Victoria Australia 3206
www.painfreeback.net



MUTUAL NON-DISCLOSURE AGREEMENT


This is an Agreement dated__________________, between;-

Pain Free Back Pty Ltd (ABN 56 167 156 925) -
and


(hereinafter the Parties)

1 This Agreement is made in order for the parties to exchange confidential and proprietary
information including information relating to intellectual property, technology, products,
business plans, financial information and sales and marketing information, under terms that
will protect the confidential and proprietary nature of such information.
2 This Agreement shall become effective upon execution by both parties hereto and may
only be terminated by mutual agreement of the parties in writing. However, the provisions set
forth in Paragraph 4 concerning the use and protection of Information exchanged pursuant
hereto shall survive the expiration or any termination of this Agreement.
3 As used herein, Information shall mean any and all information disclosed and shall apply
to information disclosed orally or in writing or by demonstration or in any other manner
exchanged between the parties and shall include the ideas and concepts embodied within
such disclosures.
4 The receiving party agrees to hold all Information received pursuant to this Agreement in
confidence for a period of four (4) years from the date of receipt of same unless otherwise
agreed to in writing by the disclosing party, and during such period shall not disclose any
such Information to anyone except its own employees who have a need to know and who
have agreed in writing to receive confidential information under terms at least as restrictive
as those specified in this Agreement. The obligation set forth herein shall be satisfied by the
receiving party exercising the same degree of care used to restrict disclosure and use of its
own information of like importance.
5 The obligations imposed in Paragraph 4 shall not apply to any Information that (1) was
already in the possession of the receiving party prior to the current engagement: or (2) is
independently developed by the receiving party; or (3) is or becomes publicly available
through no fault of the receiving party; or (4) is obtained by the receiving party from a third
party who is in rightful possession of the information and under no obligation of confidence to
the disclosing party; or (5) is disclosed without restriction by the disclosing party.
6 Each party acknowledges and understands that the other party may own, may have in its



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Pain Free Back Pty Ltd
50 52 Mills Street Middle Park
Victoria Australia 3206
www.painfreeback.net


possession or may be currently engaged in independent third party discussions or individual
development of products and technology (Independent Information) which may be very
similar to the Information which may be disclosed to it hereunder. As such, nothing
contained in this Agreement shall preclude the receiving party from the use, possession or
development of Independent Information. Regardless of any similarity, as long as the
receiving party does not use the Information specifically disclosed hereunder in the course of
such use, possession or development.
7 The receiving party agrees that each copy of the Information created by the receiving party
in the course of its business shall contain and state the same confidential or proprietary
notices or legends, if any, which appear on the original.
8 The receiving party acknowledges that the disclosing party retains all its rights to the
information and the recipient will neither obtain nor assert nor attempt to exercise any rights
with respect to such information except with the express written permission of the disclosing
party and in conformance to the terms of such permission.
9 Upon termination of this Agreement for any reason or at the written request of the
disclosing party, all information, together with any copies of same shall be returned to the
disclosing party. The requirements of use and confidentiality set forth herein shall survive
after termination and after return of such Information.
10 The receiving party shall not, without first obtaining the disclosing partys written consent,
refer to the subject matter of this Agreement in any promotional activity or otherwise, nor
disclose to others any specific information about the subject matter of this Agreement.
11 Neither this Agreement nor any rights hereunder in whole or in part shall be assignable or
otherwise transferable by either party.
12 This Agreement shall be interpreted and enforced in accordance with the laws of the
State of Victoria. Any action arising out of this Agreement shall be brought in Victoria, and
shall be subject to the non-exclusive jurisdiction of the Courts of Victoria, and the prevailing
Party in such an action shall be entitled to recover its costs and expenses, including
reasonable solicitors and experts fees. If any provision of this agreement shall be held by a
court of law to be illegal, invalid or unenforceable, the remaining provisions shall remain in
full force and effect.
13 The parties acknowledge that monetary remedies may be inadequate to protect
Information and agree that neither partys rights will be limited in law or equity to enforce the
confidentiality and use provisions of this Agreement, including the right to seek injunctive
relief in court.

IN WITNESS HEREOF, the parties have caused their duly authorised representatives to
sign this Agreement as of the date first stated above.




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Pain Free Back Pty Ltd
50 52 Mills Street Middle Park
Victoria Australia 3206
www.painfreeback.net



On behalf of



On behalf of

Pain Free Back Pty Ltd





Name: (Please print)




Name: (Please print above)
Title: (Please print)




Title: (Please print)
Signature :




Signature :
Date


Date :












Pain Free Back Pty Ltd
50 52 Mills Street Middle Park
Victoria Australia 3206
www.painfreeback.net



On behalf of



On behalf of







Name: (Please print)




Name: (Please print above)
Title: (Please print)




Title: (Please print)
Signature :




Signature :
Date


Date :









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