NON DISCLOSURE AGREEMENT
BETWEEN:
________, of:
________
(the "Disclosing Party")
AND
________, of:
________
(the "Receiving Party")
(1) BACKGROUND
The parties to this Agreement (hereinafter "the Parties" or individually "the Party") wish to exchange certain Confidential Information. In consideration for the mutual promises and obligations set out in this Agreement, the Parties agree as follows:
(2) PROJECT AND PURPOSE
(a) The Parties intend to work together and to share confidential information in connection with the following purpose ("Purpose"):
________
(b) Any Confidential Information disclosed in connection with this Agreement shall only be used for the Purpose and for the sole benefit of the Disclosing Party.
(3) CONFIDENTIAL INFORMATION
(a) For the purpose of this Agreement, "Confidential Information" means any and all material disclosed to the Receiving Party, whether directly, indirectly or as a result of the Receiving Party's observation, by the Disclosing Party or any of its employees, associated entities, subsidiaries or representatives.
(b) For the purpose of this Agreement, "Confidential Information" does not include:
(I) information which was publicly available, other than as a result of a breach of this Agreement; or
(II) information which the Receiving Party received from a third party, provided that third party did not breach any confidentiality obligations in relation to the said information; or
(III) information which was already in the Receiving Party's possession (other than as a result of a breach of any confidentiality obligations) before it was provided by the Disclosing Party.
(4) OBLIGATIONS
(a) The Receiving Party must keep the Confidential Information confidential, and must only use it for the Purpose.
(b) The Receiving Party must only allow a representative (such as an employee, agent, or consultant of the Receiving Party) ("Representative") to have access to Confidential Information if such access is necessary for the attainment of the Purpose, and the Receiving Party ensures that any such Representative who has access to the Confidential Information keeps the Confidential Information strictly confidential.
(c) When requested by the Disclosing Party, the Receiving Party shall destroy and/or deliver to the Disclosing Party any Confidential Information in the Receiving Party's possession or control.
(d) The restrictions contained in this Agreement on the use and disclosure of Confidential Information do not apply to the extent that the disclosure is required by law, provided that the Receiving Party advises the Disclosing Party as soon as possible about any proposed disclosure and takes such reasonable steps as the Disclosing Party shall require to oppose such disclosure and/or to minimise the impact upon the Disclosing Party of such disclosure.
(5) LIMITATIONS
(a) Nothing in this Agreement transfers or grants any rights in the Confidential Information from the Disclosing Party to the Receiving Party.
(b) The Disclosing Party makes no representation or warranty that the Confidential Information disclosed in connection with this Agreement is accurate or complete.
(6) INDEMNITY
The Receiving Party agrees to indemnify, and to keep indemnified, the Disclosing Party against any costs, claims, losses, or demands (including legal costs and expenses on a full indemnity basis) that the Disclosing Party suffers (directly or indirectly) as a result of a breach of this Agreement by the Receiving Party, or by any unauthorised disclosure or use of the Confidential Information by the Receiving Party, or by any person or organisation that received Confidential Information from the Receiving Party (whether directly or indirectly) including any agent, professional adviser, consultant, employee or other person engaged by the Receiving Party.
(7) 85258555
(5) 552 2552828 525282 58222882522 525 52522 2552 252 8888828822 25522 82585 852225 88228288522 8288 525 552522 82 252 28222 2552 822285222858 52225252822 858 52825825 82 852585 22 2588 825222222, 525 2552 8585 8288 25 552522 252 222 82 5528552282 82222285225 8825 52 58555 225 5525228.
(8) 552 2552828 525282 58222882522 525 52522 2552 82 55582822 22 522 22525 522252 585885882 22 252 8888828822 25522, 252 8888828822 25522 85588 82 22282825 22 8225282882 528822 22 2528222 5 852585 (25 2552525 85258528) 22 2588 825222222 525/25 22 282582 82288288 22522525282 22 2588 825222222.
(8) TERM AND TERMINATION
(a) This Agreement commences on the date it is executed.
(b) The Parties acknowledge and agree that the terms of this Agreement continue to operate until such time as the Parties mutually release each other, in writing, from their respective obligations under this Agreement, or all of the information which has been disclosed in connection with the Purpose no longer meets the definition of Confidential Information under this Agreement.
(9) GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of New South Wales. The parties shall submit to the non-exclusive jurisdiction of the courts of New South Wales, including any courts that hear appeals from those courts.
EXECUTED AS AN AGREEMENT on the following date: ________________________
Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:
______________________________________
Signature of director
______________________________________
Name of director
______________________________________
Signature of director/secretary
______________________________________
Name of director/secretary
Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:
______________________________________
Signature of director
______________________________________
Name of director
______________________________________
Signature of director/secretary
______________________________________
Name of director/secretary
NON DISCLOSURE AGREEMENT
BETWEEN:
________, of:
________
(the "Disclosing Party")
AND
________, of:
________
(the "Receiving Party")
(1) BACKGROUND
The parties to this Agreement (hereinafter "the Parties" or individually "the Party") wish to exchange certain Confidential Information. In consideration for the mutual promises and obligations set out in this Agreement, the Parties agree as follows:
(2) PROJECT AND PURPOSE
(a) The Parties intend to work together and to share confidential information in connection with the following purpose ("Purpose"):
________
(b) Any Confidential Information disclosed in connection with this Agreement shall only be used for the Purpose and for the sole benefit of the Disclosing Party.
(3) CONFIDENTIAL INFORMATION
(a) For the purpose of this Agreement, "Confidential Information" means any and all material disclosed to the Receiving Party, whether directly, indirectly or as a result of the Receiving Party's observation, by the Disclosing Party or any of its employees, associated entities, subsidiaries or representatives.
(b) For the purpose of this Agreement, "Confidential Information" does not include:
(I) information which was publicly available, other than as a result of a breach of this Agreement; or
(II) information which the Receiving Party received from a third party, provided that third party did not breach any confidentiality obligations in relation to the said information; or
(III) information which was already in the Receiving Party's possession (other than as a result of a breach of any confidentiality obligations) before it was provided by the Disclosing Party.
(4) OBLIGATIONS
(a) The Receiving Party must keep the Confidential Information confidential, and must only use it for the Purpose.
(b) The Receiving Party must only allow a representative (such as an employee, agent, or consultant of the Receiving Party) ("Representative") to have access to Confidential Information if such access is necessary for the attainment of the Purpose, and the Receiving Party ensures that any such Representative who has access to the Confidential Information keeps the Confidential Information strictly confidential.
(c) When requested by the Disclosing Party, the Receiving Party shall destroy and/or deliver to the Disclosing Party any Confidential Information in the Receiving Party's possession or control.
(d) The restrictions contained in this Agreement on the use and disclosure of Confidential Information do not apply to the extent that the disclosure is required by law, provided that the Receiving Party advises the Disclosing Party as soon as possible about any proposed disclosure and takes such reasonable steps as the Disclosing Party shall require to oppose such disclosure and/or to minimise the impact upon the Disclosing Party of such disclosure.
(5) LIMITATIONS
(a) Nothing in this Agreement transfers or grants any rights in the Confidential Information from the Disclosing Party to the Receiving Party.
(b) The Disclosing Party makes no representation or warranty that the Confidential Information disclosed in connection with this Agreement is accurate or complete.
(6) INDEMNITY
The Receiving Party agrees to indemnify, and to keep indemnified, the Disclosing Party against any costs, claims, losses, or demands (including legal costs and expenses on a full indemnity basis) that the Disclosing Party suffers (directly or indirectly) as a result of a breach of this Agreement by the Receiving Party, or by any unauthorised disclosure or use of the Confidential Information by the Receiving Party, or by any person or organisation that received Confidential Information from the Receiving Party (whether directly or indirectly) including any agent, professional adviser, consultant, employee or other person engaged by the Receiving Party.
(7) 85258555
(5) 552 2552828 525282 58222882522 525 52522 2552 252 8888828822 25522 82585 852225 88228288522 8288 525 552522 82 252 28222 2552 822285222858 52225252822 858 52825825 82 852585 22 2588 825222222, 525 2552 8585 8288 25 552522 252 222 82 5528552282 82222285225 8825 52 58555 225 5525228.
(8) 552 2552828 525282 58222882522 525 52522 2552 82 55582822 22 522 22525 522252 585885882 22 252 8888828822 25522, 252 8888828822 25522 85588 82 22282825 22 8225282882 528822 22 2528222 5 852585 (25 2552525 85258528) 22 2588 825222222 525/25 22 282582 82288288 22522525282 22 2588 825222222.
(8) TERM AND TERMINATION
(a) This Agreement commences on the date it is executed.
(b) The Parties acknowledge and agree that the terms of this Agreement continue to operate until such time as the Parties mutually release each other, in writing, from their respective obligations under this Agreement, or all of the information which has been disclosed in connection with the Purpose no longer meets the definition of Confidential Information under this Agreement.
(9) GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of New South Wales. The parties shall submit to the non-exclusive jurisdiction of the courts of New South Wales, including any courts that hear appeals from those courts.
EXECUTED AS AN AGREEMENT on the following date: ________________________
Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:
______________________________________
Signature of director
______________________________________
Name of director
______________________________________
Signature of director/secretary
______________________________________
Name of director/secretary
Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:
______________________________________
Signature of director
______________________________________
Name of director
______________________________________
Signature of director/secretary
______________________________________
Name of director/secretary
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