Non Disclosure Agreement

In order to find out more about evisit, you are required to accept the following non disclosure agreement:

E VISIT CONFIDENTIALITY DEED THIS DEED is made on the date specified in Item 1 of the Schedule. PARTIES 1. The person or persons whose name and address are specified in Item 2 of the Schedule (Confidant). 2. E VISIT PTY. LTD. (A.C.N. ) of Care of 719 Stanley St Woolloongabba (E VISIT) BACKGROUND A. E VISIT is owner of certain information, drawings, expertise, research, data, programming, systems and software listed in Item 3 of the Schedule ("The Information"), the whole or part of which is Confidential and proprietary to E VISIT. B. E VISIT wishes to discuss with the Confidant a commercial arrangement to the benefit of both parties. ] C. These discussions will involve the release to the confidant of The Information. C. Release or mis-use of The Information by the confidant or its officers or agents will harm E VISIT and cause it loss and damage D. E VISIT requires the Confidant to enter into this Deed to protect Confidential Information, which has or will come into the Confidant's possession or knowledge. E. In consideration of E VISIT agreeing to supply the Confidant with The Information the Confidant HEREBY UNDERTAKES to comply with the terms of this deed. OPERATIVE PROVISIONS 1. INTERPRETATION In this Deed including the background unless the context otherwise requires: reference to a person includes any other entity recognised by law and vice versa; words importing the singular number include the plural number and vice versa; words importing one gender include every gender; any reference to any of the parties by their defined terms includes that party's executors, administrators or permitted assigns, or being a company, its successors or permitted assigns; clause headings are for reference purposes only; a reference to this Deed includes any permitted variation, supplement to, replacement or novation of this Deed; no rule of construction of documents will apply to the disadvantage of a party, on the basis that such party put forward this Deed or any relevant part of it. 2. DEFINITIONS In this Deed including the Background unless the context otherwise requires: Activities include any task, assignment, work, duties or other activities undertaken by the Confidant for the Retailer in any Capacity. E VISIT means E VISIT Pty. Ltd. (A.C.N. ) Business Day means any day that is not a Saturday, Sunday or statutory, public or bank holiday in the place where any notice is received or where any act or thing must be done. Capacity means severally any one or more of a promoter, shareholder, partner, joint venturer, agent, employee, independent contractor, consultant, adviser, trustee, lender, supplier, grantor, licensor, franchisor, creator, owner or part-owner. Confidant means the person or persons specified in Item 2 of the Schedule. Confidential Information means all information concerning: the System; E VISIT; any Related Company; and E VISIT System including (a) matters of a technical nature; (b) research and development information; (c) notes, code, methodologies, products, knowhow, trade secrets, engineering or other data; (d) specifications, processes, formulae; (e) manufacturing, planning or marketing procedures, techniques or information; (f) accounting procedures or financial information; (g) the terms and conditions of this Deed; (h) the contents of the Operations Manuals; (i) any information regarding the business which may be of advantage in the market to someone other than E VISIT. and whether: (a) oral, written, recorded or stored by electronic, magnetic, electro magnetic or other form or process; (b) translated from the original form , recompiled, made into a compilation, partially copied, modified, updated or otherwise altered; Deed means this deed called "E VISIT Confidentiality Deed". Related Company means related within the meaning of section 50 of the Corporations Law. Retailer means the corporation specified in Item 3 of the Schedule. 3. CONFIDANT'S COVENANTS 3.1 The Confidant promises E VISIT that the Confidant will not now or at any time in the future, without the prior written consent of E VISIT: (a) disclose Confidential Information to any person; or (b) cause or permit Confidential Information to be disclosed to any person. (c) use Confidential Information for any purpose other than to assist the Retailer in relation to the Licenced Business. (d) copy, memorise, approximate, create a process or product of a similar nature or effect, or in manner reproduce or reverse engineer any Confidential Information. 3.2 That the information will be used by the Recipient solely for the purposes described in the Schedule hereto and not otherwise. 3.3 That the Recipient will not, without the prior written consent of the E VISIT, disclose the existence of the Information to any third person. 3.4 The existence and content of the Information will be restricted to such of the Recipient's directors, employees and consultants as must necessarily have access to the same for the performance of their duties. 3.5 The directors, employees and consultants of the Recipient having access to the Information shall, if required by the Owner, enter into separate undertakings with the Owner not to disclose the Information or any part hereof to a third person; andThe Confidant's obligation to maintain confidentiality will not include any Confidential Information that is required to be disclosed or published by law. 3.6 The Confidant must at the Confidant's sole cost and expense return and deliver up to E VISIT any Confidential Information howsoever embodied or recorded in the Confidant's power, custody, control or possession, within 48 hours after any demand for it is made by E VISIT together with any copies of such information. 3.7 The Confidant has in place or will adopt procedures to ensure that the strictly confidential nature of the Confidential Information will be maintained. It will immediately notify the Discloser of any actual or suspected unauthorised disclosure or use of the Confidential Information, and promptly do anything the Discloser reasonably requires to prevent or restrain a breach, or suspected breach, of this Deed, or any infringement or suspected infringement of the Discloser's rights arising out of this Deed. 3.8 The Confidant covenants and agrees that as at the date of this Deed it is not part of any discussion regarding any product which is similar to the product decscribed in the Information, and, for a period until 30 June 2010 the Confidant and any related entity will not enter into any discussion regarding any product which is similar to the product decscribed in the Information with any third party. 4. CONTINUING OBLIGATIONS The obligations of the Confidant under this Deed will continue despite: (a) the Confidant ceasing Activities; (b) the Licence Agreement expiring or being terminated for any reason. 5. INJUNCTIVE RELIEF AND INDEMNITY 5.1 In the event of a breach or threatened breach of the terms of this Deed by the Confidant, the Confidant acknowledges that E VISIT will be entitled to and the Confidant will consent to an injunction restraining the Confidant from committing any breach or further breach of this Deed without E VISIT having to show or prove any actual damage. 5.2 The Recipient indemnifies the Owner and covenants to keep the Owner indemnified against any loss or damage the Owner might sustain as a consequence of any wrongful or improper use by any person of the Information hereby supplied or in consequence of any breach of this Undertaking by the Recipient. 5.3 As the Recipient is a Body Corporate, the parties agree that acceptance of a nomination to become a Director of the Recipient shall cause that Director to be bound to this agreement as though that Director were a signatory and party to this agreement." 6. SPECIFIC UNDERTAKING NOT TO CREATE RIVAL PRODUCT The Confidant undertakes that neither it nor any related entity shall at any time in the future, regardless of the outcome of discussions between the parties, create, use or be involved directly or indirectly in the creation or use of a product with a similar operation or function to that described in the Information. 7. NOTICES 7.1 A notice under this Deed must be in writing and: (a) delivered personally; (b) sent by prepaid mail to the receiver's address; or (c) sent by facsimile transmission to the receiver's facsimile number. 7.2 A notice is deemed to be properly given: (a) if delivered personally, on the day that it is delivered; (b) if mailed to an address in Australia, on the second Business Day after posting; or (c) if sent by facsimile before 4:00 p.m. on a Business Day, at the place of receipt, on the date it is sent, otherwise on the next Business Day. 7.3 Any notice by a party under this Deed may be given and may be signed by the solicitor for the party. Any notice to a party under this Deed may be given to the solicitor for the party by any means listed in Clause 6.1 to the solicitor's business address or facsimile number as the case may be. 8. VARIATION This Deed may be varied only in writing signed by each of the parties. 9. GOVERNING LAW 9.1 The law of Queensland governs this Deed and the parties submit to the jurisdiction of the courts of Queensland. 10. SEVERABILITY 10.1 If any provision of this Deed is unenforceable illegal or void, the offending provision will be removed without effecting the remaining provisions which will remain in full force. 11. JOINT AND SEVERAL OBLIGATIONS In this Deed, each covenant, agreement, obligation, representation or warranty on the part of or in favour of two or more persons binds or is for the benefit of them jointly and each of them severally. 12. NO WAIVER 12.1 A party's failure or delay to exercise a power right or remedy under this Deed does not operate as a waiver of that power right or remedy. 12.2 The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right. 12.3 No waiver is effective unless it is in writing. 12.4 The waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given. 13. DELAY No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 14. OBLIGATIONS SURVIVE DEED The undertakings and obligations herein contained shall not terminate until the expiry of two years from the date of this Deed.

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