Banksia Medical Centre and Care Voice are developing a voice-first, clinician-governed interval care system ("the System") designed to support patients between general practice consultations. The Participant has been invited to participate in a focus group ("Focus Group") to provide feedback on the System. In connection with this participation, the Disclosing Parties will disclose certain confidential and proprietary information to the Participant.

"Confidential Information" means all information disclosed to the Participant in connection with the Focus Group, including but not limited to:

1. Product concepts, prototypes, designs, user interface layouts and interaction flows;
2. Clinical logic, escalation pathways, governance frameworks and safety protocols;
3. Business strategies, development roadmaps, partner relationships and commercial plans;
4. Technology architecture, AI systems, data structures and software specifications;
5. Any information identified as confidential or that a reasonable person would understand to be confidential given the nature of the disclosure.

The Participant agrees to:

1. Hold all Confidential Information in strict confidence and not disclose it to any third party without prior written consent from BMC / Care Voice;
2. Use the Confidential Information solely for the purpose of participating in the Focus Group;
3. Not copy, reproduce, publish, photograph, screenshot or record any Confidential Information in any medium without prior written consent;
4. Notify BMC / Care Voice promptly upon becoming aware of any unauthorised disclosure or use of Confidential Information;
5. Return or destroy all Confidential Information upon request.

These obligations do not apply to information that:

1. Is or becomes publicly known through no breach of this Agreement;
2. Was known to the Participant prior to disclosure, as evidenced by written records;
3. Is independently developed by the Participant without use of Confidential Information;
4. Is required to be disclosed by law, regulation or court order, provided that the Participant gives BMC / Care Voice prompt written notice before such disclosure.

The obligations under this Agreement shall commence on the date of signing and continue for a period of three (3) years thereafter.

Nothing in this Agreement grants the Participant any licence, right, title or interest in or to any Confidential Information or intellectual property of BMC / Care Voice. All intellectual property rights in the System and related materials remain solely with Banksia Medical Centre and Care Voice.

Any feedback, suggestions or ideas provided by the Participant during the Focus Group may be used by BMC / Care Voice freely and without obligation. The Participant assigns any intellectual property rights in such feedback to Banksia Medical Centre to the extent permitted by law.

The Confidential Information is provided "as is" for the purpose of the Focus Group only. BMC / Care Voice makes no representations or warranties regarding accuracy, completeness or fitness for any purpose.

This Agreement is governed by and construed in accordance with the laws of the State of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings relating to confidentiality of the Focus Group.