Non-disclosure
agreement.

1. Who this is between
   1. This agreement is between:
      1. you, The trustee for Stone Inspirations Trust (trading as Stone Inspirations), ABN 66 108 616 321, of 1/27 Piper Drive, Ballina NSW 2478, contact Luke Saad, Owner, lukesaad@live.com.au; and
      2. us, Joshua Seage, sole trader, trading as underseage.studio, ABN 24 715 756 276, of Ballina NSW 2478, contact josh@underseage.studio.
   2. It starts on 27 October 2026. That day is the start date. It also covers anything you shared with us in the four weeks before the start date.
   3. A business day is a day that is not a Saturday, a Sunday or a public holiday in New South Wales.

Clauses 2 to 4

1. Why we are signing it
   1. The reason we are signing this is that you are considering engaging us to design and build a management system for Stone Inspirations, and you want to share a copy of your operations Google Sheet (jobs, clients' names and addresses, supplier orders and pricing) so we can scope and price it. To do that we need to see information you would not put on your website. That is the Purpose.
   2. We may use the information covered by clause 3 for the Purpose and for nothing else.
2. What counts as your confidential information
   1. Your confidential information is anything you give us, or that we see or get access to, for the Purpose. It counts if you mark it confidential, or if a reasonable person in business would obviously treat it as confidential. It includes:
      1. financial information, pricing, margins, costs and funding arrangements;
      2. customer records, enquiry records and mailing lists;
      3. unreleased branding, products, campaigns or prices;
      4. business plans, internal processes and internal documentation;

Clauses 2 to 4

1. 1. 1. source code, database contents and system configuration; and
      2. logins, keys and admin access to your systems.
   2. It does not include the general skills, techniques and professional know-how we already have, or that we develop in the ordinary course of our work. We stay free to use that know-how for other clients, as long as we do not use or reveal your confidential information while we do.
2. What is not confidential information
   1. Clause 3 does not apply to information that:
      1. is public, or becomes public, other than because one of us broke this agreement;
      2. we already knew before you gave it to us, without owing a duty of confidence over it, and we can show that from our own records;
      3. we lawfully get from someone else who is free to disclose it; or
      4. we develop independently without using your confidential information, and we can show that from our own records.
   2. If only part of a document falls into clause 4.1, only that part is carved out. The rest stays confidential.

Clauses 5 and 6

1. What we will do with it
   1. We will keep your confidential information confidential and use it only for the Purpose.
   2. We will protect it with at least the same care we use for our own confidential information, and never less than reasonable care. For credentials that means a password manager, multi-factor authentication where the system offers it, and no sending of secrets over public or unencrypted channels.
   3. We will not copy it beyond what the Purpose needs.
   4. If we become aware that it has been lost, accessed without authorisation, or disclosed by mistake, we will tell you within two business days. We will tell you what happened, and what we are doing about it.
   5. We will also give you the detail and the help you reasonably need to run your own assessment and make any notification. We will not destroy anything relevant while you do.

Clauses 5 and 6

1. 1. The two day window in clause 5.4 is deliberately short. If you are covered by the Privacy Act, you need that time to run your own assessment clock.
   2. The discussions themselves are confidential too. Neither of us will tell anyone, other than the people clause 6 allows, that they are happening or what they are about, without the other's agreement.
2. Who we may share it with
   1. We may share your confidential information with a subcontractor, accountant or professional adviser who needs it for the Purpose. We will only do that once that person has agreed in writing to obligations at least as strict as these.
   2. Logins, keys and admin access to your systems are different. Before we give anyone else access to those, we will get your written approval and tell you who they are.
   3. We remain responsible for what those people do with it, as if we had done it ourselves.
   4. If you ask, we will tell you who we have shared it with.

Clauses 7 to 9

1. If the law requires us to disclose it
   1. We may disclose your confidential information if a law, or a court, tribunal or regulator with power to compel us, requires it.
   2. Before we do, if we are lawfully able to and it is practical, we will tell you, so you can object or seek an order. We will disclose only what we are actually required to disclose.
2. How long this lasts
   1. Our obligations over any particular piece of information run for three years from the day it was given to us. For anything covered by the four week look back in clause 1.2, that clock runs from the day you shared it.
   2. The exception is a genuine trade secret, meaning information that has real commercial value because it is secret, and that you actually keep secret. For that information, our obligations run for as long as it stays a trade secret.
   3. We have deliberately not put a permanent obligation over ordinary business information. In Australia a blanket forever clause is treated as an unreasonable restraint of trade and can be struck out entirely. That would leave you with less protection, not more. A shorter enforceable term is worth more than a longer unenforceable one.

Clauses 7 to 9

1. 1. The agreement itself ends on the earlier of two days: the day the last of the obligations in clause 8.1 ends, or the day we both agree in writing to end it. Clauses 8.2, 9, 13 and 14 keep working after that.
2. Giving it back or deleting it
   1. We will return or securely delete your confidential information within ten business days of either of two things, whichever happens first: the discussions ending without an engagement, or you asking us in writing. We will also stop using any access you granted us.
   2. The discussions end when either of us says so in writing, or ninety days after the last contact between us about the Purpose, whichever comes first.
   3. We may keep copies that sit in routine backups, until those backups expire in the normal cycle. We may also keep copies we are required to keep for legal, insurance or tax records, for as long as that requirement lasts. We will not use any of them for anything else, and while we hold them they stay covered by this agreement.
   4. We recommend you also revoke our access and change any shared passwords at your end. Ask us and we will walk you through it.
   5. We will confirm in writing when clause 9.1 is done.

Clauses 10 and 11

1. What this agreement does not do
   1. It does not oblige either of us to proceed, to sign anything, or to pay anything. Either of us can end the discussions at any time, for any reason, at no cost and with no penalty.
   2. It does not transfer or license any intellectual property. Your material stays yours, ours stays ours.
   3. It does not create a partnership, joint venture, employment or agency relationship.
   4. It does not make anything exclusive. You are free to talk to other studios, and we are free to work with other clients, including in your industry. We are not asking you for a non-compete and we are not giving you one.
   5. We may go on to sign our Master Services Agreement for this work. If we do, its confidentiality clause takes over from the day it is signed, and covers everything shared from then on. This agreement keeps covering what was shared before that day. That way there is always one clear answer to which document governs a disclosure.

Clauses 10 and 11

1. The part that runs the other way
   1. Our rates, pricing breakdowns, internal processes, and any draft designs, code or written work we show you before a contract exists are our confidential information.
   2. In plain terms that means three things. Keep it to yourself. Use it only to decide whether to go ahead with us. Return or securely delete it within ten business days if you decide not to, or if we ask in writing. Clauses 11.3 to 11.5 say what you can still do with it.
   3. You can show it to your own people, your board and your professional advisers. They have to need it to help you make that decision, and you have to tell them it is confidential.
   4. If a law, or a court, tribunal or regulator with power to compel you, requires you to disclose our confidential information, you can. Tell us first if you are allowed to.
   5. For everything else, read clauses 3 to 9 as if "you" and "we" were swapped. The same definitions, the same exclusions, the same permitted sharing and the same time limits apply to our confidential information in your hands as apply to yours in ours.
   6. Because each of us takes on real obligations here, this agreement is binding as an ordinary contract. It does not need to be signed as a deed.

Clauses 12 and 13

1. Personal information
   1. If your confidential information includes personal information about individuals, for example customer records or a mailing list, we will use it only for the Purpose. We will not use it for our own marketing, and we will not pass it to anyone except as clause 6 allows.
   2. Until we sign a Master Services Agreement, the only obligations over personal information are the ones in this agreement. They are clause 5 security, clause 6 sharing limits, clause 9 deletion, clause 12.3 on sending it overseas, and use for the Purpose only. There is no other document standing behind this one yet.
   3. We will not send personal information overseas, or store it with a provider that holds it overseas, without telling you first.
   4. We have a fuller Data Handling Schedule that applies once an engagement starts. If you want it before you send us anything, ask and we will send it first.

Clauses 12 and 13

1. If this agreement is broken
   1. Either of us can take the other to court. Because confidential information cannot be un-disclosed once it is out, either of us may ask a court for an injunction as well as damages.
   2. There is no fixed penalty amount in this agreement. Whoever is at fault pays for the loss they actually caused, proved the normal way.
   3. Nothing in this agreement limits what evidence either of us can bring. Nothing in it stops either of us making a claim or a complaint to a court, tribunal or regulator.
   4. There is a cap, and it is the same for both of us. Subject to clause 14, neither of us is liable to the other for more than the greater of two figures: $50,000, or the total fees paid under any engagement that comes out of these discussions. Neither of us is liable to the other for indirect or consequential loss.
   5. The cap in clause 13.4 does not apply to a deliberate or reckless breach of this agreement, or to anything a court says cannot be capped.
   6. We are telling you about the cap here, in the open, rather than burying it. It is there for two reasons. We are one person with the insurance a one person studio can carry, and clause 6 lets us pass your information to a subcontractor.

Clauses 14 and 15

1. Australian Consumer Law
   1. Nothing in this agreement excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot be excluded. If a part of this agreement would have that effect, that part does not apply and the rest of the agreement keeps working.
2. General
   1. Changes. This agreement can only be changed in writing signed by both of us. Neither of us can change it alone.
   2. Assignment. Neither of us can transfer this agreement to anyone else without the other's written consent, and neither of us will unreasonably withhold it. Sharing under clause 6 is not a transfer.
   3. Notices. Notices go by email to the addresses in clause 1, and count as received on the next business day. If the sender gets a bounce or a non-delivery message, the notice is not received. Either of us can change our notice address by telling the other in writing. If either of us needs to send something by post instead, ask the other for a postal address and they will give it.

Clauses 14 and 15

1. 1. Whole agreement on this topic. This is the whole agreement between us about confidentiality during these discussions. It replaces only our earlier conversations about confidentiality. It leaves everything else we have agreed untouched, and it does not affect any right either of us has under law.
   2. Severance. If any clause is void or unenforceable, it is cut out and the rest of the agreement continues.
   3. Signing. This agreement can be signed in counterparts and signed electronically. You sign it by clicking the Approve button on the signing page, or by any other electronic method that identifies you and shows you intend to be bound, which is what the Electronic Transactions Act 2000 (NSW) allows. Either of those counts the same as a wet ink signature.
   4. Governing law. This agreement is governed by the law of New South Wales. Either of us can start a claim in the courts of New South Wales. Neither of us is prevented from starting a claim in another Australian court that has jurisdiction.
   5. Waiver. If either of us lets something slide once, that does not mean we have given up the right to insist on it later.

Clause 16  ·  Signing

1. Signing

   You

   Approved for the entity below by Luke Saad, who confirms he is authorised to approve it. Approving electronically is signing, as clause 15.6 says.

   The trustee for Stone Inspirations Trust
   trading as Stone Inspirations
   ABN 66 108 616 321
   1/27 Piper Drive, Ballina NSW 2478

   Luke Saad, Owner

   Not yet approved

   Us

   Signed by Joshua Seage, sole trader trading as underseage.studio, ABN 24 715 756 276

   

   Signature

   Signed 27 October 2026

If a clause here worries you, or you want it explained before you put your name to it, email josh@underseage.studio and we will talk it through.
underseage.studio one-way NDA v1.0, effective 26 August 2026.