1. Parties

This Confidentiality, Non-Circumvention and Non-Solicitation Agreement ("Agreement") is made on the date of execution.

1.1 Disclosing Party

Intellivest Commercial Pty Ltd ACN 663 276 739 trading as Kellie Barridge Properties, of Level 1, 91 Landsborough Avenue, Scarborough, Queensland 4020 ("Kellie Barridge Properties", "Disclosing Party", "we", "our" or "us").

1.2 Recipient

The individual or entity identified in the execution section of this Agreement ("Recipient", "you" or "your").

2. Purpose

2.1 Kellie Barridge Properties provides commercial real estate agency, commercial leasing, business sales, property management, rent roll brokerage, management rights brokerage, advisory and related professional services throughout Australia.

2.2 In the course of providing these services, Kellie Barridge Properties may disclose Confidential Information to prospective purchasers, vendors, landlords, tenants, investors, financiers, professional advisers and other parties for the sole purpose of evaluating, negotiating or completing a Proposed Transaction.

2.3 The Recipient acknowledges that the Confidential Information is commercially valuable, proprietary and confidential, and that unauthorised use or disclosure may cause significant financial loss, reputational damage, loss of goodwill and loss of commercial opportunity to Kellie Barridge Properties and its clients.

2.4 The Recipient agrees to receive, use, store and protect all Confidential Information strictly in accordance with this Agreement.

3. Definitions

In this Agreement:

Associate has the meaning given in the Corporations Act 2001 (Cth).

Business Day means a day other than a Saturday, Sunday or public holiday in Queensland.

Client means any vendor, purchaser, landlord, tenant, owner, investor, financier, business owner, management rights owner, property owner or any other client of Kellie Barridge Properties.

Confidential Information means all information disclosed directly or indirectly by Kellie Barridge Properties or its Clients, whether verbally, visually, electronically, digitally or in writing, whether or not marked confidential, including client names and contact details, vendor, purchaser, landlord and tenant information, rent rolls and rent roll analysis, commercial property information, management rights information, business sale information, commercial leasing information, financial statements, trust accounting information, due diligence material, appraisal reports, valuations, commission structures, fee schedules, agency agreements, management authorities, contracts, databases, CRM records, prospect lists, marketing strategies, business plans, pricing models, operating procedures, manuals, templates, workflows, checklists, training material, intellectual property, software, websites, domain names, branding, logos, trade marks, passwords, access credentials, cloud storage, email communications, electronic communications, text messages, metadata, audio recordings, video recordings, photographs, AI prompts, AI workflows, AI-generated material, automation systems, source material, algorithms, research, unpublished information, and any other information that a reasonable person would regard as confidential because of its nature or the circumstances in which it is disclosed.

Confidential Information includes information stored in electronic systems, cloud environments, portable storage devices, backups, archives and metadata, and continues to be Confidential Information even if copied, extracted, summarised, reformatted or converted into another medium.

Confidential Information does not include information that:
(a) becomes publicly available other than through a breach of this Agreement;
(b) was lawfully known to the Recipient before disclosure without any obligation of confidence; or
(c) is lawfully obtained from an independent third party without any duty of confidentiality.

Intellectual Property means all present and future intellectual property owned, licensed or used by Intellivest Commercial Pty Ltd trading as Kellie Barridge Properties including copyright, trade marks, logos, branding, software, databases, CRM systems, documents, templates, procedures, marketing material, training material, AI prompts, AI workflows, automation systems, websites, domain names, proprietary methods, confidential business processes, goodwill, trade secrets and all improvements, modifications or derivative works relating to those items.

Proposed Transaction means any proposed or completed transaction involving commercial property sales, commercial leasing, business sales or acquisitions, rent roll sales or acquisitions, management rights, property management appointments, advisory services, due diligence investigations, investment opportunities or any other transaction introduced, facilitated or negotiated by Kellie Barridge Properties.

4. Interpretation

Unless the context otherwise requires:

4.1 A reference to a person includes an individual, company, trust, partnership, incorporated association, government body or any other legal entity.

4.2 The singular includes the plural and vice versa.

4.3 Headings are included for convenience only and do not affect interpretation.

4.4 A reference to legislation includes any amendment, consolidation or replacement of that legislation.

4.5 References to clauses are references to clauses in this Agreement.

4.6 If any provision is found to be unenforceable, that provision shall be read down to the minimum extent necessary to make it enforceable, and if it cannot be read down, it shall be severed without affecting the remaining provisions.

5. Acknowledgements

The Recipient acknowledges and agrees that:

5.1 The Confidential Information is proprietary, commercially valuable and confidential.

5.2 Kellie Barridge Properties has invested substantial time, skill, expertise and expense in developing its business systems, relationships, databases, marketing strategies, procedures and Intellectual Property.

5.3 Any unauthorised use or disclosure of Confidential Information may cause immediate and ongoing financial loss, damage to goodwill, loss of competitive advantage and reputational harm.

5.4 Monetary damages alone may not provide an adequate remedy for a breach of this Agreement.

5.5 Kellie Barridge Properties is entitled to seek urgent interlocutory or permanent injunctive relief, specific performance and any other remedy available at law or in equity to prevent or restrain any actual or threatened breach of this Agreement.

5.6 The Recipient receives the Confidential Information solely for the purpose of evaluating or participating in a Proposed Transaction.

5.7 Nothing in this Agreement obliges Kellie Barridge Properties to disclose any Confidential Information or proceed with any Proposed Transaction.

5.8 All Confidential Information remains the property of Kellie Barridge Properties or its Client, as applicable, and no licence, ownership interest or other right is granted to the Recipient except as expressly stated in this Agreement.

6. Commencement and Duration

6.1 This Agreement commences immediately upon the earlier of:
(a) the Recipient signing this Agreement; or
(b) the Recipient first receiving or accessing any Confidential Information.

6.2 This Agreement continues until terminated in writing by Kellie Barridge Properties.

6.3 The obligations relating to confidentiality, privacy, Intellectual Property, non-circumvention, non-solicitation, indemnities and permitted use survive termination of this Agreement and continue for so long as the relevant Confidential Information remains confidential or the obligation is otherwise intended to survive.

6.4 Completion, abandonment or termination of a Proposed Transaction does not affect the continuing operation of this Agreement.

7. Confidentiality Obligations

7.1 The Recipient must keep all Confidential Information strictly confidential and must not use, copy, reproduce, disclose, publish, distribute, transmit or otherwise make available any Confidential Information except as expressly permitted by this Agreement or with the prior written consent of Kellie Barridge Properties.

7.2 The Recipient must use the Confidential Information solely for the purpose of evaluating or participating in the Proposed Transaction and for no other purpose.

7.3 The Recipient must take all reasonable steps to protect the Confidential Information from unauthorised access, use, disclosure, alteration, loss or destruction, including implementing appropriate physical, electronic and organisational security measures.

7.4 The Recipient must ensure that all Confidential Information remains under its effective control and is only accessible to persons who genuinely require access for the purposes of the Proposed Transaction.

7.5 The Recipient is responsible for ensuring that its directors, officers, employees, contractors, consultants, financiers, accountants, legal advisers and any other representatives who receive Confidential Information comply with this Agreement as though they were a party to it.

7.6 The Recipient remains liable for any act or omission of a person referred to in clause 7.5 that would constitute a breach of this Agreement if committed by the Recipient.

8. Permitted Disclosure

8.1 The Recipient may disclose Confidential Information only:

(a) to its professional advisers, financiers or insurers where reasonably necessary for the Proposed Transaction;

(b) where disclosure is required by law or by a court or regulatory authority having jurisdiction;

(c) with the prior written consent of Kellie Barridge Properties; or

(d) where the information has lawfully entered the public domain other than through a breach of this Agreement.

8.2 Before disclosing Confidential Information under clause 8.1(a), the Recipient must ensure that the person receiving the Confidential Information is bound by confidentiality obligations that are no less protective than those contained in this Agreement.

8.3 Where disclosure is required by law, the Recipient must, unless prohibited by law, promptly notify Kellie Barridge Properties before making the disclosure so that appropriate protective action may be considered.

9. Artificial Intelligence and Automated Systems

9.1 The Recipient must not upload, input, transmit, process or disclose any Confidential Information to any publicly accessible artificial intelligence, machine learning, large language model or similar automated system without the prior written consent of Kellie Barridge Properties.

9.2 The Recipient must not use Confidential Information to train, improve or develop any artificial intelligence system or automated decision-making process.

9.3 The Recipient must not create summaries, reports, datasets, prompts or derivative material using Confidential Information through any artificial intelligence platform unless expressly authorised in writing.

9.4 Where Kellie Barridge Properties authorises the use of an artificial intelligence platform, the Recipient must ensure that:

(a) appropriate contractual confidentiality obligations apply;

(b) the platform does not retain or use the Confidential Information for training or other unauthorised purposes; and

(c) reasonable technical safeguards are implemented to protect the Confidential Information.

10. Cybersecurity

10.1 The Recipient must maintain reasonable administrative, physical and technical safeguards to protect Confidential Information.

10.2 Without limitation, the Recipient must:

(a) protect systems with appropriate passwords and authentication measures;

(b) maintain current security updates on devices used to store Confidential Information;

(c) restrict access to authorised personnel only;

(d) securely dispose of Confidential Information when authorised or required; and

(e) take reasonable precautions against malware, ransomware, phishing attacks and unauthorised system access.

10.3 If the Recipient becomes aware of any actual or suspected cyber incident, data breach or unauthorised access involving Confidential Information, the Recipient must notify Kellie Barridge Properties immediately and provide all reasonable assistance to minimise any resulting harm.

11. Electronic Information

11.1 Confidential Information remains confidential regardless of whether it is stored or communicated by email, cloud storage, messaging platform, document management system, portable storage device, backup system, database or any other electronic medium.

11.2 Deleted files, archived material, cached information, metadata, temporary files, backups and automatically generated electronic copies remain Confidential Information for the purposes of this Agreement.

11.3 The Recipient must not attempt to recover, analyse or extract metadata or hidden electronic information except where reasonably necessary for the Proposed Transaction and authorised in writing by Kellie Barridge Properties.

12. Non-Circumvention

12.1 During the term of this Agreement and for a period of twenty-four (24) months after its termination, the Recipient must not, without the prior written consent of Kellie Barridge Properties:

(a) contact or negotiate directly with any Client introduced by Kellie Barridge Properties for the purpose of avoiding or reducing the involvement of Kellie Barridge Properties;

(b) seek to enter into any transaction introduced by Kellie Barridge Properties other than through Kellie Barridge Properties;

(c) encourage any Client to terminate or reduce its business relationship with Kellie Barridge Properties; or

(d) knowingly structure any transaction so as to avoid the payment of commission, fees or other remuneration properly payable to Kellie Barridge Properties.

12.2 Nothing in this clause prevents the Recipient from dealing with a Client where the Recipient can demonstrate that the relationship existed independently of Kellie Barridge Properties before the disclosure of the Confidential Information.

13. Non-Solicitation

13.1 During the term of this Agreement and for twenty-four (24) months after its termination, the Recipient must not knowingly use Confidential Information obtained under this Agreement to solicit or induce any Client, referrer, employee, contractor or consultant of Kellie Barridge Properties to cease or reduce their business relationship with Kellie Barridge Properties.

13.2 The Recipient must not use Confidential Information to recruit or attempt to recruit any employee or contractor of Kellie Barridge Properties without its prior written consent.

14. Return or Destruction of Confidential Information

14.1 Upon written request by Kellie Barridge Properties, or upon completion or termination of the Proposed Transaction, the Recipient must immediately:

(a) return all Confidential Information to Kellie Barridge Properties; or

(b) permanently destroy all Confidential Information and any copies in its possession or control.

14.2 Upon request, the Recipient must provide written confirmation that it has complied with clause 14.1.

14.3 The Recipient may retain one archival copy of Confidential Information only where required by law, professional obligations or insurance requirements, provided that such information remains subject to this Agreement.

15. Privacy

15.1 The Recipient must comply with all applicable privacy laws, including the Privacy Act 1988 (Cth), when handling any personal information disclosed under this Agreement.

15.2 The Recipient must not collect, use, disclose or retain personal information except as reasonably necessary for the Proposed Transaction.

15.3 The Recipient indemnifies Kellie Barridge Properties against any loss, liability, claim or expense arising from the Recipient's breach of this clause.

16. Intellectual Property

16.1 All Intellectual Property disclosed to, created by, accessed by or otherwise made available to the Recipient remains the exclusive property of Intellivest Commercial Pty Ltd trading as Kellie Barridge Properties or the relevant Client, as applicable.

16.2 Nothing in this Agreement transfers or grants to the Recipient any ownership, licence or other right in respect of the Intellectual Property except to the limited extent necessary to evaluate the Proposed Transaction.

16.3 The Recipient must not copy, adapt, modify, reverse engineer, decompile, reproduce, commercialise, publish, distribute or otherwise exploit any Intellectual Property except with the prior written consent of Kellie Barridge Properties.

16.4 Any notes, reports, summaries, analyses, compilations, derivative works or other material prepared by the Recipient that incorporate or are derived from Confidential Information remain Confidential Information and, to the extent permitted by law, become the property of Kellie Barridge Properties upon creation.

16.5 The Recipient must immediately notify Kellie Barridge Properties if it becomes aware of any actual or suspected infringement or unauthorised use of the Intellectual Property.

17. No Warranty

17.1 Kellie Barridge Properties is under no obligation to disclose any particular information.

17.2 All Confidential Information is provided on an "as is" basis.

17.3 Kellie Barridge Properties makes no representation or warranty, express or implied, regarding the accuracy, completeness, reliability or suitability of any Confidential Information.

17.4 The Recipient acknowledges that it must undertake its own enquiries, investigations and due diligence before relying on any Confidential Information.

17.5 Kellie Barridge Properties is not liable for any loss arising from the Recipient's reliance upon Confidential Information except to the extent liability cannot lawfully be excluded.

18. Indemnity

18.1 The Recipient indemnifies and must keep indemnified Kellie Barridge Properties, its directors, officers, employees, contractors, representatives and Clients against all claims, losses, damages, liabilities, costs and expenses (including legal costs on a full indemnity basis) arising from:

(a) any breach of this Agreement;

(b) any unauthorised disclosure or misuse of Confidential Information;

(c) any breach of applicable privacy laws;

(d) any unauthorised use of Intellectual Property; or

(e) any act or omission of the Recipient's employees, contractors, advisers or representatives.

18.2 This indemnity is a continuing obligation, survives termination of this Agreement and is independent of the Recipient's other obligations.

18.3 Kellie Barridge Properties is not required to incur expense or make payment before enforcing its rights under this clause.

19. Remedies

19.1 The Recipient acknowledges that a breach of this Agreement may cause harm that cannot adequately be compensated by damages alone.

19.2 Kellie Barridge Properties is entitled to seek interlocutory or permanent injunctions, specific performance, equitable relief, damages, account of profits or any other remedy available at law or in equity.

19.3 These remedies are cumulative and do not limit any other rights or remedies available.

20. Limitation of Liability

20.1 To the maximum extent permitted by law, Kellie Barridge Properties excludes all liability arising from the Recipient's use of Confidential Information.

20.2 Nothing in this Agreement excludes liability that cannot lawfully be excluded.

21. General

21.1 This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior confidentiality arrangements relating to the same subject matter unless expressly preserved in writing.

21.2 No amendment is effective unless made in writing and signed by both parties.

21.3 A failure or delay by either party in exercising any right does not constitute a waiver of that right.

21.4 If any provision of this Agreement is invalid or unenforceable, it shall be read down to the extent necessary or, if that is not possible, severed without affecting the remaining provisions.

21.5 Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Kellie Barridge Properties may assign this Agreement to a related body corporate or successor in connection with a business sale or restructure.

21.6 Each party must do all things reasonably necessary to give full effect to this Agreement.

22. Notices

22.1 Any notice under this Agreement must be in writing and delivered personally, by prepaid post or by email to the address notified by the receiving party.

22.2 A notice is deemed received:

(a) if delivered personally, upon delivery;

(b) if posted within Australia, on the fourth Business Day after posting; and

(c) if sent by email, when it leaves the sender's email system unless the sender receives an automated notification that delivery has failed.

23. Electronic Execution

23.1 This Agreement may be executed in counterparts.

23.2 A counterpart transmitted electronically is deemed an original.

23.3 The parties consent to executing this Agreement electronically and acknowledge that electronic signatures satisfy any applicable legal requirement for execution, subject to the Electronic Transactions (Queensland) Act 2001 and any other applicable legislation.

24. Governing Law

24.1 This Agreement is governed by the laws of Queensland.

24.2 The parties submit to the non-exclusive jurisdiction of the courts of Queensland and the Federal Court of Australia.

25. Important Notice to Recipient

25.1 Kellie Barridge Properties acts as an agent, broker and adviser in connection with commercial real estate, commercial leasing, rent roll, management rights, business sale and related transactions.

25.2 Confidential Information supplied under this Agreement may originate from Kellie Barridge Properties, its Clients or third parties.

25.3 Kellie Barridge Properties does not warrant the accuracy or completeness of any Confidential Information unless expressly stated in writing.

25.4 The Recipient must conduct its own legal, financial, taxation, technical and commercial investigations and obtain independent professional advice before entering into any Proposed Transaction.

25.5 Nothing in this Agreement constitutes legal, accounting, taxation, investment or financial advice.

26. Execution

Executed as an Agreement.

Disclosing Party

Intellivest Commercial Pty Ltd
ACN 663 276 739
Trading as Kellie Barridge Properties

By its authorised representative:

Kellie Barridge

Dated 3 August 2026