View Confidentiality Agreement Below
1.Definitions and interpretation
1.1 In the construction of this Deed, unless the contrary intention appears:
Approved Purpose means the purpose of obtaining sufficient information to understand and for seeking advice in relation to and for carrying out an evaluation in order to potentially enter into a commercial arrangement with the Company;
Confidential Information means:
(a)all information (whether in electronic, written, oral or any other form) provided by theCompany to the Recipient or otherwise accessed through the parties’ dealings or activities, including without limitation, any information (oral or otherwise) disclosed at meetings between them, during any inspections, in minutes of meetings, company information, memoranda, file notes, financial information, business records and specifications;
(b)information of a confidential nature concerning or in any way related to the Company’s business, or that of any of its related corporations, or any of their directors or shareholders;
(c)all manuals, documents, letters, memoranda, software, computer files or other form of documentation or communication in whatever form of reproduction which evidences, contains or reproduces any of the Information in (b) above including but not limited to:
(i)any documentation or information marked ‘confidential” “proprietary” or “for internal use only” and information received by the Recipient;
(ii)all methods, processes, equipment, software, techniques and operating manuals used by the Company in the course of the Company’s business including but not limited to designs or technical data;
2 (iii)all marketing information such as customer lists, financial information and business plans used or supplied by the Company ;
(iv)any information resulting from the activities of the Recipient pursuant to the consideration of the entering into business with the Company;
Representative means any officer, director, shareholder, employee, agent, lawyer, professional adviser, banker or consultant of the Recipient.
2.1 In consideration of the Company allowing the Recipient access to the Confidential Information, the Recipient agrees and undertakes that they will at all times keep the Confidential Information absolutely secret and confidential and they will not directly or indirectly disclose it to any person at any time and ensure that their Representatives keep confidential the Confidential Information.
3.1 (a) The Recipient may use the Confidential Information only:
(i)for the Approved Purpose; or
(ii)to the extent and for a purpose to which the Company has consented in writing.
(b)The Recipient may disclose the Confidential Information only to a Representative if theRecipient has informed that person of the confidential nature of the ConfidentialInformation; and the Representative needs to access the Confidential Information to enable the Recipient to do the things permitted by clause 3.1 and that person has undertaken in writing to keep the Confidential Information secret and confidential, on terms as onerous as those in this Deed; or
(c)to the extent required by law.
3.2 The Recipient agrees and undertakes that it will ensure that its Representative keeps confidential the Confidential Information and that it shall be responsible for any breach of this Agreement by its Representatives.
3.3 The Recipient may not copy or print the Confidential Information without the written consent of the Company.
4.Return of Confidential Information
4.1 If the Recipient and the Company do not enter into a commercial arrangement, he/she must immediately cease to use and promptly return to the Company all Confidential Information held by him/her or within his/her control, and must ensure that all of the Recipient’s Representatives who have received or had access to Confidential Information immediately cease to use, and promptly return the Confidential Information to the Company.
5.1 The Recipient/s agree to jointly and severally indemnify the Company against all claims and all losses, costs, liability and expenses incurred in respect of any breach of this Deed by the Recipient and any act or omission by a person to whom the Recipient disclosed the Confidential Information, which if done or omitted by the Recipient, would be a breach of this Deed by the Recipient.
6.1 On breach of this Deed, the parties are entitled to injunctive relief in addition to any other remedies available at law or in equity.
7.1 If any provision of this Deed is held to be unlawful, invalid, and unenforceable or in conflict with any rule of law, statute, ordinance or regulation, it is to be severed so that the validity and enforceability of the remaining provisions are not affected.
8. Governing Law and Jurisdiction
8.1 This Deed is governed by the laws of New South Wales. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales.