Non Disclosure Agreement Template Australia

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made on this ______ day of ________, 20.

BETWEEN:

[___________] (ACN/ABN: ________) of [_______] (“Disclosing Party”)

AND

[___________] (ACN/ABN: ________) of [_______] (“Receiving Party”)

(Collectively referred to as the “Parties”)

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1. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” means any and all technical, commercial, financial, or proprietary information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in electronic form, including but not limited to business plans, client lists, trade secrets, software code, research, and data, which is marked as “Confidential” or which, given the nature of the information, should reasonably be understood to be confidential.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees: a) To hold the Confidential Information in the strictest confidence; b) Not to disclose, publish, or disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; c) To use the Confidential Information solely for the purpose of [___________] (“Purpose”); d) To restrict access to the Confidential Information to those employees or consultants who have a specific need to know for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.

3. EXCLUSIONS

The obligations under this Agreement do not apply to information that: a) Is or becomes public knowledge through no fault of the Receiving Party; b) Was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; c) Is independently developed by the Receiving Party without reference to the Confidential Information; d) Is required to be disclosed by law or court order, provided the Disclosing Party is given prompt notice of such requirement.

4. TERM

This Agreement shall commence on the date first written above. The obligations of confidentiality shall remain in effect for a period of [___________] years from the date of the last disclosure of Confidential Information.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party, or upon the completion of the Purpose, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information, and certify such destruction in writing.

6. REMEDIES

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of [___________] (State/Territory), Australia. The Parties submit to the exclusive jurisdiction of the courts of said jurisdiction.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and may only be amended by a written instrument signed by both Parties.

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EXECUTED AS AN AGREEMENT

SIGNED for and on behalf of [Disclosing Party Name]:

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Name: [] Title: [] Date: //20____

SIGNED for and on behalf of [Receiving Party Name]:

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Name: [] Title: [] Date: //20____