Mutual Non-Disclosure Agreement

Your ideas are safe with us. This Mutual Non-Disclosure Agreement (NDA) sets out the terms under which AW Labs Pty Ltd (trading as All Webbed Labs) protects the confidential information you share with us during a Discovery Call, throughout an engagement, and for three years after. It is signed on our side; the Client accepts by written email reply to admin@awlabs.com.au confirming their agreement to these terms.

Parties

Background

The Client ("Disclosing Party") intends to share confidential and proprietary information with AW Labs Pty Ltd ("Receiving Party") in connection with a potential business relationship involving the development of apps, software, digital products and marketing strategies. AW Labs Pty Ltd may also share information with the Client in the course of that engagement.

This Agreement governs the use, protection and non-disclosure of all such information by both Parties. It becomes binding upon signature by AW Labs Pty Ltd and written acceptance by the Client via email reply.

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" means any information disclosed by either Party to the other, whether orally, in writing, digitally, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes but is not limited to:

• app concepts, designs, wireframes, prototypes and source code;
• software architecture, algorithms, databases and technical documentation;
• marketing strategies, campaign plans, creative briefs and advertising materials;
• business models, pricing, financial projections and revenue data;
• intellectual property including trademarks, patents (pending or granted), trade secrets and proprietary methods;
• ideas, concepts and innovations discussed in consultation or discovery sessions;
• client lists, supplier details and any third-party arrangements; and
• any information provided via email, video call, shared screen or document.

2. Obligations of the Receiving Party

AW Labs Pty Ltd, as the Receiving Party, agrees to:

• hold all Confidential Information of the Client in strict confidence;
• not disclose Confidential Information to any third party without the prior written consent of the Client;
• use Confidential Information solely for the purpose of evaluating or carrying out the proposed business relationship;
• limit internal access to Confidential Information to those employees, contractors or agents who need to know it and who are bound by equivalent confidentiality obligations; and
• notify the Client promptly upon becoming aware of any actual or suspected unauthorised disclosure.

The Client likewise agrees to hold any Confidential Information shared by AW Labs Pty Ltd in the course of the engagement to the same standard.

Permitted General Disclosure. Notwithstanding the above, AW Labs Pty Ltd is permitted to refer to the existence of a client engagement in general terms solely for the purposes of internal business development, team coordination or capacity planning. Such reference must not include any identifying information, proprietary details, project specifics, or any other Confidential Information of the Client. This carve-out does not permit AW Labs Pty Ltd to name the Client, describe the nature of the Client's product, or disclose any information that could reasonably identify the Client or their engagement.

3. Protection of Apps, Software and IP

AW Labs Pty Ltd acknowledges that any app concepts, software products, platforms, tools, digital systems or business ideas shared by the Client under this Agreement are the sole intellectual property of the Client. Similarly, any methods, processes, tools or materials shared by AW Labs Pty Ltd remain the sole intellectual property of AW Labs Pty Ltd. Nothing in this Agreement transfers, licences or assigns any intellectual property rights to either Party.

AW Labs Pty Ltd shall not copy, replicate, reverse engineer, repurpose or build upon the Client's apps, software or intellectual property without explicit written authorisation. The Client shall afford the same protection to any of AW Labs Pty Ltd's disclosed materials.

Any ideas, concepts or innovations shared during consultation sessions remain the intellectual property of the Party who originated them, regardless of whether those ideas are ultimately developed into a product.

4. Exclusions

The obligations in this Agreement do not apply to information that:

• was already in the receiving Party's possession prior to disclosure, without restriction;
• is or becomes publicly available through no fault of the receiving Party;
• is independently developed by the receiving Party without use of or reference to the Confidential Information;
• is received from a third party who is not under any confidentiality obligation with respect to it; or
• must be disclosed by law, court order or regulatory requirement, provided the receiving Party gives prompt notice to the disclosing Party and cooperates in seeking a protective order.

5. Term and Duration

This Agreement commences on the date this document is sent by AW Labs Pty Ltd to the Client and continues for a period of three (3) years from that date, unless terminated earlier by mutual written agreement.

Obligations with respect to Confidential Information that constitutes a trade secret shall continue indefinitely beyond the expiry of this Agreement, for as long as that information remains a trade secret under applicable law.

6. No Licence or Partnership

This Agreement does not grant either Party any licence, right or interest in the other Party's Confidential Information, intellectual property or business. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the Parties.

7. Return or Destruction of Information

Upon written request by the disclosing Party, or upon termination of the business relationship, the receiving Party shall within fourteen (14) days return or permanently destroy all Confidential Information and any copies thereof, and provide written confirmation to the disclosing Party that it has done so.

8. Injunctive Relief

Each Party acknowledges that a breach of this Agreement may cause irreparable harm to the other Party for which monetary damages would be an inadequate remedy. Accordingly, each Party agrees that the non-breaching Party shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction without the need to post a bond or prove actual damages, in addition to any other remedies available at law or in equity.

9. Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the Parties agree to first attempt to resolve the matter through good faith negotiation. Either Party may initiate this process by providing written notice to the other Party identifying the nature of the dispute. The Parties shall have fourteen (14) days from the date of such notice to resolve the dispute through negotiation before either Party may commence formal legal proceedings.

Nothing in this clause prevents a Party from seeking urgent injunctive or other equitable relief where immediate court intervention is necessary to prevent irreparable harm.

10. Governing Law and Jurisdiction

This Agreement is governed by the laws of New South Wales, Australia. Each Party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales for the resolution of any dispute arising from or in connection with this Agreement.

Execution

Signed by AW Labs Pty Ltd as the Receiving Party. The Client accepts the terms of this Agreement by providing written confirmation via email reply to admin@awlabs.com.au stating their agreement to the terms of the Mutual Non-Disclosure Agreement provided by AW Labs Pty Ltd. The date this document is sent by AW Labs Pty Ltd constitutes the commencement date of this Agreement. No physical signature is required from the Client; the date of the Client's reply email constitutes their acceptance date.

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A signed PDF copy of this agreement is available for download above. This page reproduces the full text of the Mutual Non-Disclosure Agreement dated 21 July 2026; in the event of any inconsistency between this page and the signed PDF, the signed PDF prevails.