Mutual Confidentiality Agreement - Australia by PrestigeLegalDoc

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									               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;


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     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
								
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