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CONFIDENTIALITY AGREEMENT
CDA082
Date 21 October 2015
between
Nick Mayall
[Address]
hereinafter referred to as "Nick Mayall"
and
Footfalls and Heartbeats Ltd
Ground Floor, Shed 10
139 Quay Street
Princes Wharf,
Auckland, New Zealand
hereinafter referred to as "FOOTFALLS"
each hereinafter referred to as "PARTY", collectively as "PARTIES"
Recitals
A. FOOTFALLS is willing to disclose to Nick Mayall information and knowhow in the
course of discussions about an idea of common opportunities and possibilities in
relation to smart textiles (hereinafter referred to as the “PURPOSE"). This information
and knowhow is partially confidential, partially protected by intellectual property rights.
B. Nick Mayall, on his part, is willing to disclose to FOOTFALLS within the scope of the
PURPOSE information and knowhow, which is partially confidential and partially
protected by intellectual property rights.
C. The PARTIES therefore agree by this confidentiality agreement (hereinafter referred
to as "AGREEMENT") to keep the respective submitted information and knowhow
confidential.
1. Definition Confidential Information
In this AGREEMENT the term "CONFIDENTIAL INFORMATION" shall include all
information in any form which is submitted either by FOOTFALLS or by Nick Mayall
(Disclosing PARTY) to the respective other PARTY (Receiving PARTY), and which is
indicated to be considered as CONFIDENTIAL INFORMATION, or which carries a
reasonable expectation of confidentiality, regardless of the way of transmission (e.g.
written, oral, via email), including any information received prior to the date of this
AGREEMENT.
2. Use of Confidential Information
Both PARTIES guarantee that they will not use the CONFIDENTIAL INFORMATION
for any other purpose than for the PURPOSE.
Each PARTY shall use at least the same degree of care to safeguard the
confidentiality of the CONFIDENTIAL INFORMATION that it uses to protect its own

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confidential information, and shall notify the other PARTY without delay if it becomes
aware of any unauthorised use or disclosure of the CONFIDENTIAL INFORMATION.
3. Return of Confidential Information
Upon termination of this AGREEMENT or at any time upon request by the other
PARTY every PARTY shall either return to the other PARTY in good condition written
materials together with any tapes and computer stored information, including any
copies thereof, embodying, containing or relating to CONFIDENTIAL INFORMATION
or destroy each and every copy of any such materials embodying, containing or
relating to CONFIDENTIAL INFORMATION in the respective PARTY's custody and to
promptly confirm to the other PARTY the destruction.
4. Permission to Disclose
No PARTY shall without the explicit written agreement of the other PARTY disclose or
allow to be disclosed any CONFIDENTIAL INFORMATION of the other PARTY; this
shall, however, not apply to:
(a) disclosures permitted under this AGREEMENT;
(b) disclosures required by law, provided that the Disclosing PARTY is promptly
notified of such requirement;
(c) information that is already in the public domain (other than through a disclosure
contrary to this AGREEMENT);
(d) information that was lawfully in the Receiving PARTY’s possession prior to this
AGREEMENT;
(e) information that is received by the Receiving PARTY from a third party not
bound by any obligation of confidentiality in relation to such information; or
(f) information which is independently developed by the Receiving PARTY without
recourse to or reliance on the CONFIDENTIAL INFORMATION,
with each exception being evidenced by records and documents in the possession of
the Receiving PARTY.
A Receiving PARTY may only disclose CONFIDENTIAL INFORMATION to its
officers, employees and consultants to the extent that such disclosure is required for
the PURPOSE, and shall remain liable for any breach of this AGREEMENT by such
officers, employees and consultants even where CONFIDENTIAL INFORMATION has
been validly disclosed to them.
5. Damages and Indemnity
The PARTIES acknowledge that monetary damages alone may be an inadequate
remedy for beach of a PARTY’s obligations under this AGREEMENT. In addition to
any other remedy which may be available in law or equity, the Each PARTY shall
indemnify the other PARTY against any losses, damages, costs, claims, expenses,
liabilities, proceedings or demands which either of the may incur or suffer as a result
of a breach of the terms of this Agreement by the Receiving PARTY.

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6. Duration
This AGREEMENT remains in effect until such time as the CONFIDENTIAL
INFORMATION disclosed becomes publically available (other than through a
disclosure contrary to this AGREEMENT).
7. Written Form, Applicable Law, Venue
This AGREEMENT, including this provision, can only be modified by a written
agreement signed by Nick Mayall and FOOTFALLS.
The validity, interpretation, and performance of this AGREEMENT shall be governed
by and construed in accordance with the laws of New Zealand whose courts shall
have non-exclusive jurisdiction. Notwithstanding the forgoing, a PARTY is entitled to
seek urgent interlocutory or injunctive relief in any convenient court of law.
8. General
(a) If any provision(s) of this AGREEMENT shall be held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. The PARTIES
shall replace any such invalid or unenforceable provision by such valid and
enforceable provision which serves best the economic interest of the PARTIES
originally reflected by the invalid or unenforceable provision.
(b) The rights and obligations contained in this AGREEMENT are in addition to,
and do not derogate from, any rights or obligations of a PARTY at common
law.
(c) This AGREEMENT may be executed in any number of counterparts (including
facsimile or other electronic copies) all of which, when taken together, shall
constitute one and the same instrument. A PARTY may enter into this
AGREEMENT by executing any counterpart.
(d) Neither PARTY may assign its rights under this AGREEMENT without the prior
written consent of the other PARTY.
(e) This AGREEMENT records the entire agreement between the PARTIES
relating to the matters dealt with in this AGREEMENT and supersedes all
previous arrangements, understandings or representations in any form relating
to these matters.
(f) Any failure or delay in enforcing an obligation or exercising a right under this
AGREEMENT does not amount to a waiver of that obligation or right.
21 October 2015
_______________________________ _______________________________
Nick Mayall Footfalls & Heartbeats Ltd
by: by: Brent Ogilvie