**NON-DISCLOSURE AGREEMENT**

This Non-Disclosure Agreement (the "Agreement") is entered into as of 19/8/2024, by and between:

Leading Edge Computers Bendigo

(“Disclosing Party”)

Bold Media Group

(“Receiving Party”)

**Purpose:**

The purpose of this Agreement is to protect the confidentiality of certain business information disclosed by the Disclosing Party to the Receiving Party for the sole purpose of evaluating a potential acquisition of the Disclosing Party’s business (the "Purpose").

**1. Definition of Confidential Information**

For purposes of this Agreement, "Confidential Information" includes all written, electronic, or oral information disclosed by the Disclosing Party to the Receiving Party that is designated as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential. This includes, but is not limited to, business plans, financial information, customer lists, trade secrets, and other proprietary information related to the Disclosing Party’s business.

**2. Obligations of Receiving Party**

The Receiving Party agrees to:

a. Maintain the Confidential Information in strict confidence and take all reasonable measures to protect it from unauthorized disclosure.

b. Use the Confidential Information solely for the Purpose and not for any other purpose, including but not limited to commercial use or personal gain.

c. Restrict disclosure of Confidential Information to employees, agents, or third parties who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

d. Return or destroy all copies of Confidential Information upon request by the Disclosing Party or upon the termination of this Agreement.

**3. Exclusions from Confidential Information**

Confidential Information does not include information that:

a. Is or becomes publicly available without breach of this Agreement;

b. Was in the Receiving Party's possession before receipt from the Disclosing Party;

c. Is independently developed by the Receiving Party without the use of or reference to the Confidential Information;

d. Is received from a third party without breach of any confidentiality obligation.

**4. No Grant of Rights**

Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to any intellectual property of the Disclosing Party. The Confidential Information remains the sole property of the Disclosing Party.

**5. Term and Termination**

This Agreement shall commence on the date first written above and continue until [End Date] unless terminated earlier by either party with thirty (30) days written notice. The obligations of confidentiality will survive the termination of this Agreement for a period of [e.g., two (2) years] following such termination.

**6. Return of Materials**

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that such return or destruction has been completed.

**7. No Obligation to Proceed**

Nothing in this Agreement obligates either party to proceed with any transaction or relationship related to the Purpose.

**8. Governing Law**

This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of laws principles.

**9. Miscellaneous**

a. Any amendments or modifications to this Agreement must be in writing and signed by both parties.

b. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

**Disclosing Party:**

Leadign Edge Computers Bendigo

By: ___________________________

Name: George Egan

Title: Owner   

**Receiving Party:**

Bold Media Group  

By: ___________________________