Mutual Non-Disclosure Agreement

This Agreement is made between:

1. ORLA Talent — Melbourne Finance Brokers Pty Ltd (ABN 74 151 721 112) trading as ORLA Portal / ORLA Talent, of [address]; and
2. [Other party name / firm] (ABN [ABN]) of [address],

each a party, on [date].

1. Purpose

The parties wish to explore a potential engagement — [e.g. an executive/partner search, or the possible sale, merger or succession of a legal practice] (the Purpose) — and will need to share confidential information to do so.

2. Confidential Information

1. Confidential Information means any non-public information disclosed by one party (Discloser) to the other (Recipient) in connection with the Purpose, in any form — including client lists, financials, fee data, candidate and staff identities, strategy, and the existence and content of these discussions.
2. It does not include information that is or becomes public through no breach by the Recipient, was already lawfully known to the Recipient, is independently developed without use of the Confidential Information, or is lawfully received from a third party without restriction.

3. Obligations

1. The Recipient will keep the Confidential Information confidential and use it only for the Purpose.
2. It may be disclosed only to the Recipient's officers, employees or professional advisers who need it for the Purpose and are bound by equivalent confidentiality.
3. The Recipient will not copy it except as needed for the Purpose, and will protect it with at least reasonable care.
4. On written request, or when discussions end, the Recipient will return or destroy the Confidential Information (subject to any legal record-keeping obligations).

4. Non-circumvention

Where ORLA Talent introduces a party, candidate, buyer, seller or opportunity, the other party will not use the Confidential Information to bypass ORLA Talent and deal directly so as to avoid a fee that would otherwise be payable, for [12] months after disclosure.

5. Required disclosure

If compelled by law, court or regulator to disclose Confidential Information, the Recipient may do so, but will (where lawful) notify the Discloser first so it can seek protection.

6. No obligation, no warranty

1. Nothing here obliges either party to proceed with the Purpose or any transaction.
2. Confidential Information is provided "as is"; no warranty is given as to its accuracy. No intellectual-property rights or licence are granted.

7. Term

This Agreement applies to disclosures made while discussions continue, and the confidentiality obligations survive for [3] years after the last disclosure.

8. General

1. This Agreement is governed by the laws of Victoria, and the parties submit to its courts.
2. Damages may not be an adequate remedy for breach; a party may seek injunctive relief.
3. This is the entire agreement on confidentiality for the Purpose and may be varied only in writing signed by both parties.