Legal

Private Alpha Non-Disclosure Agreement

Version:
v1-alpha (draft) (current)
Effective:
Not yet in force — awaiting approval
Publisher:
QVARI Pty Ltd — publisher of Clinical Confidence
Draft for legal review before public launch.

This page is the current v1 of the Private Alpha Non-Disclosure Agreement.

1. Parties and purpose

This agreement is between QVARI Pty Ltd (ABN 42 683 084 700), of Queensland, Australia, the owner and publisher of Clinical Confidence ("QVARI"), and the individual who signs it as an invited Private Alpha Tester ("you").

You are not an employee, contractor, agent or partner of QVARI. This agreement does not create any employment or engagement relationship, does not oblige QVARI to provide access, and does not oblige you to test, use or provide feedback on anything.

Its only purpose is to protect confidential information you may see because you have been given early access to an unreleased product.

2. What is confidential

Confidential information means non-public information about Clinical Confidence or QVARI that you learn through the Private Alpha, including:

  • unreleased functionality, features and capabilities;
  • interfaces, screens, layouts and workflows;
  • screenshots, screen recordings and demonstrations;
  • testing materials, sample content and test accounts;
  • prompts, instructions and observed behaviour of the product's intelligence features;
  • system, product and technical architecture;
  • product plans, roadmaps and unreleased features;
  • pricing, commercial and business information;
  • bugs, defects, vulnerabilities and security findings;
  • invitation links and account credentials.

3. What is not confidential

This agreement does not apply to information that:

  • is or becomes public other than through a breach of this agreement;
  • you already lawfully held without a duty of confidence;
  • you lawfully receive from a third party who is free to disclose it;
  • you independently develop without using confidential information; or
  • you are required to disclose by law, by a court, or by a regulator — in which case you will, where lawful and practical, tell QVARI first.

4. Your obligations

  • Use confidential information only for authorised Private Alpha testing and feedback.
  • Do not publish, post, stream, demonstrate or otherwise disclose confidential information to anyone outside QVARI without QVARI's prior written consent.
  • Do not share your account, your password or your invitation link with anyone else.
  • Take reasonable care to keep confidential information secure, and handle any personal information you encounter consistently with the Australian Privacy Principles.
  • Tell QVARI promptly if you become aware of a security incident, a suspected breach of this agreement, or unauthorised access to your account.

5. Intellectual property

Clinical Confidence, and all intellectual property in it, belongs to QVARI. Access to the Private Alpha grants you no ownership, licence or other right in it beyond permission to use it for testing while your access is active.

Your own pre-existing intellectual property remains yours. Nothing in this agreement transfers ownership of your unrelated work, your professional records, or intellectual property you create outside the Private Alpha.

If you deliberately give QVARI feedback, ideas or suggestions about the product, QVARI may use them to improve Clinical Confidence without obligation or payment. This applies to feedback about the product only.

6. Ending access, return and destruction

QVARI may end your Private Alpha access at any time. When your access ends, or if QVARI asks, you will delete or destroy any confidential material you hold — including screenshots, recordings, notes and copies — except where you must keep it by law.

Your own professional records that you created in the product are not confidential information of QVARI and are not affected by this clause.

7. Continuing confidentiality

Your confidentiality obligations continue after your Private Alpha access ends, and continue for any given item of information until that information is no longer confidential under clause 3.

8. Governing law

This agreement is governed by the laws of Queensland, Australia, and both parties submit to the courts of that jurisdiction.

9. How this agreement is made and signed

QVARI issues this agreement to you as a condition of Private Alpha access. QVARI is bound by it from the moment it issues this version to you; you are bound when you sign it electronically inside Clinical Confidence. No handwritten or countersigned copy exists, and none is required.

You sign by typing your full legal name and taking the affirmative signing action shown on screen. In doing so you confirm that you intend to sign this agreement, that you agree to sign electronically and to this agreement being kept as an electronic record, and that you understand your typed legal name and that action will be recorded as your signature.

QVARI records, as the evidence of your signature: your authenticated account, the email address your invitation was issued to, your typed full legal name, this exact document version, a cryptographic hash of the exact wording shown to you, and the time QVARI's server recorded the signature.

This clause is flagged for independent Australian legal review of the electronic execution and formation model.

Status of this draft

This is a controlled draft prepared for approval. It has not received legal review and is not in force. It must not be presented to any tester for signature until it is approved and published as a governed document version.