This is a mutual confidentiality agreement to allow both parties to this agreement to disclose confidential information to the other and for the receiving party to be under certain obligations set out herein to not disclose that information.
It is hereby agreed:
Disclosing party means the party supplying confidential information to the receiver.
Receiver means the party receiving confidential information from the disclosing party.
In this agreement “confidential information” means any accounts, statements, contracts, agreements, specifications, reports, technical know-how, formulations, market data, knowledge or information of the business at any time disclosed (whether in writing or orally) by the disclosing party to, or acquired by the receiver in relation to the services and unless it is or was: –
a) Acquired from a third party having the right to disclose it to the relevant persons.
b) Or in the public domain other than through a breach of the terms of this agreement.
c) Was known to the receiver prior to this agreement
Receiver shall not disclose, publish or communicate or permit the disclosure, publication or communication of the confidential information or any part of it to any person, firm or company, other than to its consultants or employees needing access to the confidential information without the prior written consent of disclosing party.
Receiver shall take and enforce proper and adequate precautions at all times to preserve the secrecy and confidentiality of the confidential information and every part of it, including taking all reasonable action to prevent any unauthorised person obtaining access to any of the confidential information.
Nothing in the agreement shall be applicable to the confidential information that is developed by an employee and/or agent of the receiver who has not had access to the confidential information.
Responsibility for third parties
Receiver will procure that its employees and consultants will not do any act, matter or thing which if done by Receiver would constitute a breach of the obligations of Receiver under this agreement.
If Receiver wishes the confidential information to be disclosed to a person other than its consultants or employees, it shall give details of that person’s name and address to disclosing party. Receiver shall then use its best endeavours to obtain the execution and delivery to disclosing party of an agreement substantially in the form of this agreement. Receiver acknowledges that until it has received notice from disclosing party of its receipt of an agreement in such form duly executed by the person, the person shall not be entitled to acquire the confidential information.
Return of information
Receiver will, on demand, return all documents and other materials in its possession or in the possession of its consultants or employees relating to or containing any confidential information (whether or not such documents were created by the company) and shall not retain any copies or replicas or precis or reports or memoranda, nor any documents containing or referring to any of the confidential information.
Nothing in this agreement shall oblige receiver to enter into any agreement or contract with disclosing party with respect to the carrying out of the services.
Receiver acknowledges that: –
a) Each and every part of the confidential information is confidential to disclosing party and
b) All disclosures to Receiver by or on behalf of disclosing party of any of the confidential information both prior to and following the execution of this agreement were and will be confidential disclosures.
No variation of this agreement shall be of any force or effect unless in writing and signed by the parties.
Notwithstanding the return of all or part of the confidential information or the termination of this agreement, Receiver shall continue to be bound by the provisions of this agreement for a period of 5 years.
This agreement shall be governed and construed in accordance with the laws of the state of South Australia and the parties hereby irrevocably submit to the jurisdiction of the courts of that state.