ASADO Spatial Analytics

URBANID Analytics
Non-Disclosure Agreement

between

URBANID Analytics (trading name of UrbanID Pty Ltd) ACN 680926390, an Australian proprietary company with its registered office in Victoria, Australia ("UrbanID Analytics"),

and

Full Name: your name of Company Name & Number: your company ("Counterparty"),

collectively the parties, each individually a party.

UrbanID Analytics and the Counterparty are sharing confidential information in connection with a specific project involving UrbanID Analytics' advisory, analytics, design, or related services, whether as client or collaborator (the "Project"). This Agreement applies to all Confidential Information disclosed between the parties in connection with the Project, including information disclosed before this Agreement is accepted.

THIS SAID, the parties agree as follows.

1. Definitions

Confidential Information means any information disclosed by one party to the other that is of a confidential or proprietary nature — including UrbanID Analytics' methodologies, analytical models, tools, and outputs, and the Counterparty's site, operational, and business information — whether or not it is marked as confidential. It does not include information that: (a) is or becomes public other than through breach of this Agreement; (b) was already known to the Recipient without restriction before disclosure; or (c) is developed by the Recipient independently of this Agreement.

Project means the specific engagement or collaboration to which this Agreement relates.

Provider means the party disclosing Confidential Information under this Agreement.

Recipient means the party receiving Confidential Information under this Agreement.

2. Obligations of the Parties

Each party will (and will ensure that its employees, agents and contractors) keep the other party's Confidential Information confidential and use it only to evaluate or perform the Project, as authorised in writing by the Provider, or as required by law — including disclosure to professional advisors who have agreed to keep it confidential.

Each party will take reasonable steps to prevent accidental disclosure of the other party's Confidential Information.

If a party is required by law or court order to disclose the other party's Confidential Information, that party must advise the other party as soon as possible. Any disclosure must be limited to what is legally necessary.

The parties will also keep the existence and terms of this Agreement confidential, unless the other party agrees otherwise in writing.

3. Generative AI and Third-Party Platforms

Each party must not input the other party's Confidential Information into any generative AI, machine learning, or third-party analytics platform.

4. Ownership

All Confidential Information disclosed under this Agreement remains the property of the respective Provider. Nothing in this Agreement shall be construed to grant or transfer to the other party any rights or claims of any kind — including licence, use, or exploitation rights — to the Confidential Information, the associated know-how, or any registered or unregistered intellectual property rights.

Notwithstanding the foregoing, UrbanID Analytics may use, adapt, and incorporate any work product it develops under this Agreement — including methodologies, models, analytical frameworks, and insights — in de-identified form, for UrbanID Analytics' business development purposes and to inform, improve, and support future spatial analytics engagements, provided that such use does not disclose the Counterparty's Confidential Information or reveal the Counterparty's identity.

5. Injunctive Relief

Each party acknowledges that a breach of its obligations under this Agreement may cause irreparable damage to the other party for which damages alone may be an inadequate remedy, and that the other party is entitled to seek an interim, interlocutory or permanent injunction without showing or proving any actual loss or damage sustained.

6. Duration and Termination

This Agreement takes effect on the date of the last party's signature and expires 2 years thereafter. The confidentiality obligations of each Recipient survive indefinitely. If a party breaches this Agreement, the other party may terminate by written notice. The obligations in Sections 4 and 5 survive termination.

7. Applicable Law

This Agreement is governed by the laws of the jurisdiction in which it is executed. Where both parties are based in different jurisdictions, the laws of the State of Victoria, Australia shall apply.

NDA - Project (v1)