Non Disclosure Agreement Template Nsw

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into this ______ day of ____________________, 20____ (the "Effective Date").

BETWEEN:

[Disclosing Party Name] (ABN: ____________________) of [Disclosing Party Address] (the "Disclosing Party");

AND

[Receiving Party Name] (ABN: ____________________) of [Receiving Party Address] (the "Receiving Party").

(Collectively referred to as the "Parties" and individually as a "Party").

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1. DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in electronic or other form, including but not limited to business plans, financial data, customer lists, trade secrets, technical specifications, and intellectual property (the "Purpose").

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Maintain the confidentiality of all Confidential Information with the same degree of care it uses for its own confidential information, but in no event less than a reasonable degree of care; b) Use the Confidential Information solely for the Purpose; c) Restrict disclosure of Confidential Information to its employees, officers, or advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein; and d) Not reproduce, modify, or reverse engineer any Confidential Information without prior written consent.

3. EXCLUSIONS

Confidential Information shall not include 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; c) Is independently developed by the Receiving Party without reference to the Disclosing Party’s information; or d) Is required to be disclosed by law or order of a court or regulatory body, provided the Receiving Party gives the Disclosing Party prompt notice of such requirement.

4. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for a period of ______ years. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of ______ years.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party or upon completion of the Purpose, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession and provide written certification of such destruction.

6. REMEDIES

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

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia. The Parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions or understandings. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

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EXECUTION

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

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Signature

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Name (Print)

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Title

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

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Signature

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Name (Print)

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Title