NEXTMAPS MARKETPLACE NON-DISCLOSURE AGREEMENT (NDA)

Version: 1.1 | Last Updated: January 5, 2026

1. PARTIES AND EFFECTIVE DATE

This Non-Disclosure Agreement ("Agreement" or "NDA") relates to listing {{LISTING_TENEMENTS}} (Listing ID: #{{LISTING_ID}}) on the NextMaps marketplace and is entered into on the date you accept it by checking the acceptance checkbox ("Effective Date").

Disclosing Party ("Seller")
The seller who has uploaded documents for the above-referenced listing on the NextMaps marketplace.

Receiving Party ("Buyer" or "you")
The individual or entity accepting this Agreement to access documents for the above-referenced listing.

Each a Party, together the Parties.

2. PLATFORM ROLE (IMPORTANT)

3. BACKGROUND

A. The Seller has listed {{LISTING_TENEMENTS}} (the "Subject Assets") on the Platform.

B. The Seller has uploaded documents relating to the Subject Assets.

C. The Buyer wishes to access those documents for evaluation purposes.

D. The Parties agree to protect the confidentiality of that information on the terms below.

4. DEFINITIONS

Confidential Information means all non-public information disclosed by the Seller to the Buyer via document downloads on the Platform, including but not limited to:

• Geological, technical, exploration, assay, or geophysical data
• Reports, interpretations, drill logs, maps, surveys
• Financial information, valuations, budgets, projections
• Legal, tenement, or compliance documents

Confidential Information does NOT include:

• Public listing titles, descriptions, or images visible without download
• Information already public through no breach of this Agreement

Permitted Purpose
Evaluating the Subject Assets for a potential purchase, joint venture, earn-in, or similar transaction contemplated by the listing.

Platform
The NextMaps marketplace operated at www.nextmaps.com.au.

5. CONFIDENTIALITY OBLIGATIONS

5.1 Buyer Obligations

The Buyer agrees to:

• (a) keep all Confidential Information strictly confidential;
• (b) use Confidential Information only for the Permitted Purpose;
• (c) not disclose Confidential Information except as permitted under this Agreement;
• (d) protect the Confidential Information using at least the same degree of care used for its own confidential information.

5.2 Prohibited Conduct

The Buyer must NOT:

• (a) use Confidential Information for any unrelated commercial purpose;
• (b) distribute or publish Confidential Information;
• (c) derive, recreate, or exploit proprietary datasets, interpretations, or methodologies outside the Permitted Purpose.

6. PERMITTED DISCLOSURES

6.1 Representatives

The Buyer may disclose Confidential Information to its:

• directors, officers, employees;
• professional advisers (legal, technical, financial);
• financiers or joint venture partners,

provided that:

• they have a genuine need to know for the Permitted Purpose; and
• the Buyer remains responsible for any breach by them.

6.2 Legal Disclosure

Disclosure is permitted if required by law, provided the Buyer (where lawful):

• gives prompt notice to the Seller; and
• discloses only the minimum required.

7. EXCLUSIONS

Confidentiality obligations do not apply to information that:

• (a) was already public at disclosure;
• (b) becomes public without Buyer breach;
• (c) was lawfully in Buyer's possession prior to disclosure;
• (d) is independently developed without reference to Confidential Information;
• (e) is lawfully received from a third party without confidentiality obligations.

The Buyer bears the burden of proof.

8. TERM

This Agreement:

• commences on the Effective Date;
• continues for three (3) years;
• survives completion, abandonment, or non-completion of any transaction;
• survives removal of the listing from the Platform.

9. OWNERSHIP AND NO WARRANTY

• All Confidential Information remains the property of the Seller.
• No license or rights are granted by disclosure.
• Confidential Information is provided "as is" with no warranty as to accuracy or completeness.
• The Buyer conducts its own due diligence at its own risk.

10. RETURN OR DESTRUCTION

Upon Seller request, transaction conclusion, or expiry of this Agreement, the Buyer must, to the extent reasonably practicable:

• return or destroy all Confidential Information; and
• delete electronic copies under its control.

Retention is permitted where required by law or professional obligations, subject to ongoing confidentiality.

11. NO OBLIGATION TO TRANSACT

This Agreement:

• does not obligate either Party to proceed with a transaction;
• does not create a partnership, joint venture, or agency;
• allows either Party to end discussions at any time.

12. REMEDIES

• A breach may cause irreparable harm.
• The Seller may seek injunctive or equitable relief in addition to other legal remedies.
• The breaching Party is liable for reasonable enforcement costs incurred by the non-breaching Party.

13. GOVERNING LAW

• This Agreement is governed by the laws of Western Australia.
• The Parties submit to the non-exclusive jurisdiction of WA courts.

14. GENERAL

• This Agreement is the entire agreement regarding confidentiality.
• Amendments must be in writing and agreed by both Parties.
• Invalid provisions do not affect the remainder.
• The Buyer may not assign this Agreement without Seller consent.
• NextMaps may update this template for future acceptances only.

15. ACCEPTANCE

By clicking "Accept NDA", you confirm that:

• (a) you have read and understood this Agreement;
• (b) you are authorized to bind yourself or your organisation;
• (c) your acceptance is legally binding;
• (d) this NDA applies only to this listing;
• (e) NextMaps is not a party to this Agreement.

Acceptance is recorded with your name, email, company (if provided), IP address, and timestamp.

NextMaps Pty Ltd
ACN 694 165 583
Perth, Western Australia
www.nextmaps.com.au

This NDA template is provided by NextMaps to facilitate confidential information sharing between marketplace users. NextMaps is not a party to this NDA and provides no legal advice. Parties should seek independent legal advice before accepting this NDA.