A Mutual Confidentiality Agreement is an agreement between two parties whereby they mutually agree to keep the other party's information confidential and covenants not to disclose to third parties and use the information only in the manner advised.
MUTUAL CONFIDENTIALITY AGREEMENT AUSTRALIA THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is made effective as of ___________[insert date] BETWEEN ___________________________________________________, ABN/ACN ____________ (the First Party) AND __________________________________________________________________ (the Second Party) Individually referred to as “Party” and collectively “Parties” RECITALS In order to facilitate a potential business relationship between the parties, certain Confidential Information (as defined below) relating to the Purpose in question may be disclosed between the parties, orally or in writing. IT IS AGREED AS FOLLOWS 1. CONFIDENTIAL INFORMATION AND DISCLOSURE In order to facilitate discussions and negotiations for the potential business relationship, the Disclosing Party may disclose to the Receiving Party Confidential Information, as the Disclosing Party, in its sole discretion, considers is necessary for the Purpose. “Confidential Information” means all confidential information of the Disclosing Party or any of its related entities, in whatever form (whether written, oral, visible or invisible), including confidential information related to, but not limited to, functional and technical specifications, research, rates, software, patents, trade secrets, discoveries, ideas, concepts, know-how, techniques, designs, drawings, sketches, models, samples, blueprints, diagrams, flow charts, data, contact information, computer programs, marketing plans, customer’s information and other technical, financial or business information of the Disclosing Party, its associate companies and its group companies incorporated anywhere in the world excluding information that (whether before or after this Agreement is executed): i. is public knowledge or becomes public knowledge otherwise then by breach of confidence; © Copyright 2010 Docstoc Inc. 1 ii. the Receiving Party can prove was in the Receiving Party’s possession at or before the time of first disclosure by the Disclosing Party to the Receiving Party; or iii. after the date of its disclosure to the Receiving Party, available to the public from sources other than the Receiving Party; iv. after the date of its disclosure to the Receiving Party, properly available to the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party v. is information the Receiving Party can prove was independently developed without any Confidential Information. 2. Disclosure due to Court Order/ Government Action The Receiving Party may make disclosures required by law or court order or pursuant to government action provided the Receiving Party has given opportunity to the Disclosing Party to seek a protective order. If the Disclosing Party fails to seek a protective order, the Receiving Party may disclose only such Confidential Information to the extent required by the relevant court order or governmental/regulatory action. 3. CONFIDENTIALITY OBLIGATIONS The Receiving Party hereby agrees to: a. keep all Confidential Information of the Disclosing Party in strict confidence and shall take all reasonable precautions to protect such information (including but not limited to all such precautionary measures which the Receiving Party employs in respect to its own confidential information).; b. limit access to those of its directors, employees, officers, agents, service providers, representatives, affiliates, agents, consultants, assigns, or group companies reasonably requiring the Confidential Information on a strictly need to know basis for the Purpose, provided further, that such directors, employees, officers, agents, service providers, representatives, affiliates, agents, consultants, assigns, or group companies are bound by the terms of a non-disclosure agreement entered into with the Receiving Party, having terms no less strict than the one mentioned in this agreement; c. immediately advise the Disclosing Party, of any unauthorized disclosure, misappropriation or misuse by any person of any Confidential Information, immediately upon the Receiving Party having knowledge of the same;; d. not use any Confidential Information in any way other than for the Purpose or as otherwise contemplated by this Agreement without the prior written permission of the Disclosing Party ; and 4. RETURN OF INFORMATION At any time upon the written request of the Disclosing Party or at the termination or expiry of this Agreement, the Receiving Party must return to the Disclosing Party any documents © Copyright 2010 Docstoc Inc. 2 originating from the Disclosing Party which embody Confidential Information and must not keep any copies, notes, records or other related information in any form. 5. PRIVACY Each party must comply with the Privacy Act of _________________________[insert detail of the appropriate Privacy Act in the specific state of Au
Pages to are hidden for
"Mutual Confidentiality Agreement - Australia"Please download to view full document