1. Purpose

The Investor wishes to receive certain confidential information relating to Profsee Limited ("Profsee") for the sole purpose of evaluating a potential investment (the "Purpose"). Profsee agrees to provide such information only on the terms of this Agreement.

2. Definition of Confidential Information

"Confidential Information" includes all information provided by Profsee, whether in the Information Memorandum or otherwise, that is not publicly available. This includes financials, business plans, strategy, intellectual property, customer information, and any discussions relating to the investment.

3. Obligations of the Investor

The Investor agrees to:

• keep all Confidential Information strictly confidential
• use the information only for the Purpose
• not disclose it to any third party except professional advisers who are bound by confidentiality
• take reasonable steps to protect the information from unauthorised use or disclosure

4. Exclusions

Confidential Information does not include information that:

• is or becomes publicly available through no breach of this Agreement
• was already lawfully known to the Investor
• is independently developed without reference to Profsee's information
• must be disclosed by law or regulatory requirement (provided the Investor notifies Profsee where legally permitted)

5. No Rights Granted

Nothing in this Agreement grants the Investor any rights to Profsee's intellectual property or constitutes an offer or commitment to proceed with any transaction.

6. Return or Destruction

Upon request, the Investor will promptly return or destroy all Confidential Information and confirm compliance in writing.

7. Term

This Agreement remains in force for three (3) years from the date of signing.

8. Governing Law

This Agreement is governed by the laws of New Zealand.