Non Disclosure Agreement Template Victoria

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into on this ______ day of ________, 20 (the "Effective Date") by and between:

DISCLOSING PARTY: [________________________________________], with a principal place of business/residential address located at [____________________________________________________________________] (hereinafter referred to as the "Discloser");

AND

RECEIVING PARTY: [________________________________________], with a principal place of business/residential address located at [____________________________________________________________________] (hereinafter referred to as the "Recipient").

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

1. PURPOSE

The Parties wish to explore a potential business opportunity regarding [______________________________________________________________________] (the "Purpose"). In connection with the Purpose, the Discloser may disclose to the Recipient certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means all information, whether oral, written, electronic, or in any other form, disclosed by the Discloser to the Recipient, including but not limited to trade secrets, business plans, financial data, customer lists, technical processes, software, designs, and any other information marked as "confidential" or which, by its nature, would reasonably be understood to be confidential.

3. OBLIGATIONS OF THE RECIPIENT

The Recipient agrees: a) To hold all Confidential Information in the strictest confidence and to take all reasonable precautions to protect it; b) To use the Confidential Information solely for the Purpose; c) Not to disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Discloser; and d) To restrict access to the Confidential Information to employees, agents, or representatives who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

Confidential Information shall not include information that: a) Is or becomes generally known to the public through no breach of this Agreement by the Recipient; b) Was in the Recipient’s possession or known by the Recipient prior to receipt from the Discloser; c) Is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or d) Is independently developed by the Recipient without use of the Discloser’s Confidential Information.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for a period of [] months/years. The obligations of confidentiality shall survive the termination of this Agreement for a period of [] years.

6. RETURN OF MATERIALS

Upon written request by the Discloser or upon the conclusion of the Purpose, the Recipient shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify such destruction in writing.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia. The Parties hereby submit to the exclusive jurisdiction of the courts of Victoria.

8. REMEDIES

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

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

DISCLOSER:

Signature: __________________________ Name: [____________________________] Title: [_____________________________]

RECIPIENT:

Signature: __________________________ Name: [____________________________] Title: [_____________________________]