Exhibit 4.14

BRAIIN LIMITED

ACN 660 713 093

(Company)

and

[Name of Director]

(Director)

INDEMNITY, INSURANCE AND ACCESS DEED

THIS DEED is made the                                    day of                                    20__

BETWEEN

Braiin Limited (ACN 660 713 093) of 283 Rokeby Road, Subiaco WA 6008 (Company);

AND

[Name of Director] of [Address of Director] (Director).

RECITALS

IT IS AGREED as follows:

In this Deed:

Board means the board of directors of the Company.

books, director, documents, officer and Related Body Corporate have the meanings given in section 9 of the Corporations Act.

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Western Australia.

Company Documents means all written material provided to the Board or any committee of the Board during the time which the Director was a director of the Company, including, but not limited to, Board papers, submissions, minutes, memoranda, legal opinions, financial statements and subcommittee papers and Company Document means one of these documents.

Confidential Information means all the information contained in the Company Documents which is not in the public domain.

Constitution means the constitution as amended or replaced from time to time by the Company.

Corporations Act means the Corporations Act 2001 (Cth).

D&O Policy means an insurance policy insuring the Director (among others) against liability as a director and officer of the Company.

Deed means the deed constituted by this document and includes the Recitals.

Duty means any transfer, transaction or registration duty or similar charge imposed by any Government Authority and includes any interest, fine, penalty, charge or other amount imposed in respect of any of them.

Electronic Communication means:

a communication of information in the form of data, text or images by means of guided and/or unguided electromagnetic energy; or

a communication of information in the form of speech by means of guided and/or unguided electromagnetic energy, wehre the speech is prcessed at its destination by an automated voice recognition system.

Government Authority means a government or government department, a governmental or semi-governmental or judicial person (whether autonomous or not) charged with the administration of any applicable law.

Indemnity means the indemnity provided by the Company under clause 2.1.

Nominated Electronic Address, in relation to the addressee of an Electronic Communication means:

(i) the addressee has nominated an electronic address as mentioned in clause (a) above and the originator knows, or there are reasonable grounds to believe, that the address is not a current electronic address for the addressee; or

(ii) the addressee has not nominated an electronic address as mentioned in clause (a);

an electronic address that the originator believes on reasonable grounds to be a current electronic address for the addressee for receiving electronic communications.

Party means a party to this Deed and Parties has a corresponding meaning.

Relevant Proceedings means, in relation to the Director:

in which the Director is involved as a party, witness or otherwise and because the Director is or was an officer of the Company.

Repayment Event has the same meaning given to that term in clause 2.3.

Tax means any tax, levy, excise, duty, charge, surcharge, contribution, withholding tax, impost or withholding obligation of whatever nature, whether direct or indirect, by whatever method collected or recovered, together with any fees, penalties, fines, interest or statutory charges.

In this Deed, unless the context otherwise requires:

(i) a liability either incurred or alleged to have been incurred by the Director as an officer of the Company or of a Related Body Corporate of the Company; or

(ii) the Director’s conduct, whether actual or alleged, as an officer of the Company or of a Related Body Corporate of the Company,

unless that claim or proceeding arises out of conduct involving a lack of good faith by the Director.

c)

The Director is, to the maximum extent permitted by law, indemnified out of the property of the Company against any liability for reasonable costs and expenses incurred by the Director:

(i) in defending any proceeding, whether civil or criminal:

in which judgment is given in favour of the Director or the Director is acquitted or the outcome of the inquiry is to not take any further action against the Director; or

(ii) in connection with an application in relation to the proceedings in which a court grants relief to the Director under the Corporations Act.

(i) this Deed does not affect the operation of the release;

(ii) subject to clause 2.1(f)(iii), this Deed does not give the Director any right to indemnification in respect of the subject of the release; and

(iii) if and to the extent that the Director has a right to indemnification under the Company’s Constitution, the Director is entitled under this Deed to an indemnity on the terms provided in the Constitution.

Each indemnity in clause 2.1 is an irrevocable, unconditional, continuing and principal obligation of the Company despite:

and remains in full force until released by the Director.

(i) it is subsequently determined that the Company is prohibited under the Corporations Act or any other legislation from indemnifying the Director in respect of the liability to which the amounts paid or advanced relate;

(ii) after the amount is paid or advanced, the Director receives any payment, benefit or credit from a third party in respect of the liability to which the amounts paid or advanced relate; or

(iii) the Director receives a payment under clause 2.5 which exceeds the actual expenses incurred,

(each a Repayment Event) the Director must, within 30 business days of the date of the Repayment Event, repay that amount to the Company, together with any additional amount paid to the Director under clause 2.3(d) in respect of that amount.

a)

To obtain the benefit of the Indemnity, the Director must:

(i) give notice to the Company promptly on becoming aware of any claim (whether made orally or in writing) against the Director that may give rise to a right to indemnity under this Deed;

(ii) take any reasonable action the Company requests to avoid, dispute, resist, bring an appeal in, compromise or defend any claim or any adjudication of a claim;

(iii) not make any admission of liability in respect of a claim or settle a claim without the Company’s prior written consent;

(iv) at the Company’s request, give all reasonable assistance and co-operation to the Company in the conduct of any claim, including, but not limited to, giving the Company any documents, authorities and directions that the Company reasonably requires to prosecute or advance any cross claim or counterclaim; and

(v) at the Company’s request, do anything reasonably necessary or desirable to enable the Company (so far as possible) to be subrogated to and enjoy the benefits of the Director’s rights in relation to any cross claim or claim against a third party and give any assistance reasonably requested by the Company for the purpose.

(i) assume the conduct, negotiation or defence of a claim;

(ii) institute a cross claim or a counterclaim;

(iii) subject to clause 2.5, retain lawyers in relation to a claim to act on behalf of both the Director and the Company; and

(iv) take all reasonably necessary steps for the purposes of doing any of the things referred to in this clause 2.4(c),

and, when it does so, the conduct of the claim will be under the management and control of the Company or its insurers.

The Director may engage separate legal or other representation and participate in a claim or proceeding against the Director arising out of being an officer of the Company. The Company will advance an amount equivalent to any expenses incurred by the Director relating to the representation or participation only to the extent that they are:

(i) the Company has refused to authorise representation or participation by lawyers other than lawyers acting also for the Company; and

(ii) there is a reasonable likelihood that the interests of the Director and the Company would conflict if the same lawyers were to act for both the Director and the Company.

The Director must make a claim under any relevant insurance policy the Director holds in respect of any liability for which the Director may be able to claim under this Deed. If the Company has made a payment under this Deed in respect of a liability for which the Director has insurance, the Director must pay any relevant proceeds of that policy to the Company on receipt of those proceeds but the Director is not required to pay to the Company any amount which would be in excess of the amount paid by the Company.

The provisions of clause 2.3 to 2.6 inclusive will apply to any right to indemnification the Director has under the Company’s Constitution as if those provisions were included in the Constitution.

The Company must keep a complete set of all Company Documents in a systematic and organised way, in its custody or possession until the later of:

a)

If, during the period referred to in clause 3.1, the Director asks to inspect or asks for a copy of a Company Document and the request is made in connection with Relevant Proceedings, the Company must, subject to clause 3.2(b), within 14 days of receiving that request, as appropriate:

(i) allow the Director (or a person the Director nominates in writing) to inspect the Company Document at the Company’s registered office (or another place agreed by the Company and the Director); and/or

(ii) give the Director a copy of the Company Document without charge.

b)

The Company need not comply with clause 3.2(a) if:

(i) the Company, acting reasonably, is not satisfied that the document sought is material to the Relevant Proceedings; or

(ii) the Company considers that to provide the requested Company Document would have a material adverse effect on the Company or a Related Body Corporate.

c)

the Director:

(i) acknowledges that the Company remains the owner of any document obtained from the Company under this clause 3.2; and

(ii) must, at the Company’s written request, return to the Company or destroy all copies of any Company Document obtained from the Company under this clause 3.2 within 14 days after the Relevant Proceedings are finally resolved.

3.3. Confidentiality and Privilege

a)

The Director must not disclose any Confidential Information in any document of the Company to a third party unless:

(i) the Company has given its prior written consent;

(ii) the Director is required by law to disclose it; or

(iii) the disclosure is made for the purpose of obtaining professional advice:

a)

Subject to clause 4.2 and clause 4.3, the Company must maintain a D&O Policy while the Director is an officer of the Company and until the later of:

(i) the date which is 7 years after the Director ceases to be an officer of the Company; and

(ii) the date any Relevant Proceedings commenced before the date in 4.1(a) (i) have been finally resolved.

4.2.	Terms of D&O Policy

The Company must:

The Company may cease to maintain a D&O Policy if the Company reasonably determines that:

If the Company ceases to maintain a D&O Policy covering the Director, it must notify the Director of that event.

A notice, demand, consent, approval or communication under this Deed (Notice) must be:

The initial address of the Parties shall be as follows:

a)

to the Company at:

Address: 283 Rokeby Road,

SUBIACO WA 6008

Email: admin@braiin.com

For the attention of: Jay Stephenson

Address: [Address of Director]

Email: [Email of Director]

For the attention of: [Name of Director]

The email addresses in this clause 5.2 are deemed to be the Nominated Electronic Address for each of the Parties.

Notices may be delivered using a form of Electronic Communication or if a Party (the Notifying Party)gives a Notice to the other Party stating that Electronic Communications is no longer an accepted form of communication for Notices addressed to the Notifying Party.

A Notice given in accordance with clause 5.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

a)

if hand delivered, on delivery;

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm (addressee’s time) on a Business Day, the Notice is taken to be received at 9:00am (addressee’s time) on the next Business Day.

Each Party will promptly do and perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that Party) required by law or reasonably requested by the other Party to give effect to Deed.

This Deed shall be governed by and construed in accordance with the law from time to time in the State of Western Australia and the Parties agree to submit to the non-exclusive jurisdiction of the courts of Western Australia and the courts which hear appeals therefrom.

This Deed may only be amended in writing signed by each of the Parties.

All Duty assessed on or in respect of this Deed shall be paid by the Company.

Each Party shall bear their own legal costs of and incidental to the preparation, negotiation and execution of this Deed.

Without limiting any other provision of this Deed, the Parties agree that:

If any term or provision of this Deed is invalid, illegal or unenforceable such invalidity, illegality or unenforceability will not affect any other term or provision of this Deed.

This Deed constitutes the entire understanding of the Parties with respect to the subject matter and replaces all other agreements (whether written or oral) between the Parties.

This Deed may be executed in any number of counterparts. All counterparts will be taken to constitute one instrument. Signatures by Electronic Communication are taken to be valid and binding to the same extent as original signatures.

Time shall be of the essence in this Deed in all respects.

EXECUTED by the Parties as a Deed.

SIGNED by [Name of Director] in the	)
presence of:	)
	)

Signature of witness		Signature
Name of witness