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UNCW BLA 361 - Confidentiality Agreement

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Level 39, 2 Park Street Sydney NSW 2000 Tel: +61 (0)2 9004 7212 Fax: +61 (0)2 9004 7070 CONFIDENTIALITY DEED (MUTUAL)Page | 1 ©Adroit Lawyers 2009 www.adroitlawyers.com.au CONFIDENTIALITY DEED DEED dated _________________________ 2009. Between PARTY A Name: _________________________________________________________________________________ Address: ___________________________________________________________________________ ACN/ABN: __________________________________________________________________________ And PARTY B Name: ___________________________________________________________________________ Address: _________________________________________________________________________ ACN/ABN: ________________________________________________________________________ BACKGROUND A: Party A possesses Confidential Information relating to:-__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ B: Party B possesses Confidential Information relating to:-__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ C: Party A and Party B wish to conduct discussions and negotiations (“Discussions”) concerning the following matters and those matters are the reason (“Sole Purpose”) why each party is willing to disclose Confidential Information to the other party: ____________________________________________________________________________________________________________________________________________________________________________Page | 2 ©Adroit Lawyers 2009 www.adroitlawyers.com.au ____________________________________________________________________________________________________________________________________________________________________________ D. The parties agree that the Discussions will require the exchange of confidential information and that it is important that the information exchanged as part of the Discussions must remain confidential. 1. CONFIDENTIAL INFORMATION ("Confidential Information") means, regardless of the form of disclosure or the medium used to store it, all confidential information of the relevant party making the disclosure (“Disclosing Party”), or information treated by the Disclosing Party as confidential (whether marked ‘confidential’) that the Recipient becomes aware of before or after the date of this Deed, either: 1.1 through disclosure by the Disclosing Party to the Recipient; or 1.2 otherwise through the Recipient’s involvement with the Disclosing Party, and includes without limitation: a) financial information and other trade secrets and confidential know-how of the Disclosing Party; b) information regarding the Disclosing Party’s business; c) all information based on the Disclosing Party’s information that is generated by the Recipient in connection with or in relation to the Discussions and the Sole Purpose; and d) the terms of the Discussions. 2. NON-CONFIDENTIAL INFORMATION 2.1 Confidential Information does not include information: a) the Recipient creates (whether alone or jointly with any person) independently of the Confidential Information of the Disclosing Party (if the Recipient has evidence in writing that the information falls within this exception); or b) that is public knowledge or becomes public knowledge (other than as a result of a breach of confidentiality by the Recipient or any person to whom the Recipient has disclosed the information). 3. RECIPIENT’S OBLIGATIONS The Recipient must: 3.1 only use the Confidential Information of the other party for the Sole Purpose;Page | 3 ©Adroit Lawyers 2009 www.adroitlawyers.com.au 3.2 gain prior written approval from the Disclosing Party before any of the Confidential Information is disclosed to any entity that is not a party to this Deed; 3.3 ensure that any person or entity to whom Confidential Information is disclosed maintains the confidentiality of that Confidential Information and does not do anything that, if done by the Recipient, would be a breach of this Deed; 3.4 ensure that no part of the Confidential Information is copied or recorded in any form except as is strictly necessary in connection with the Sole Purpose; 3.5 ensure that any Confidential Information is, where at all possible, returned to the Disclosing Party or is destroyed or deleted if any of the Confidential Information has been copied or recorded; 3.6 use all reasonable efforts to protect and preserve the confidential nature and secrecy of all Confidential Information; and 3.7 notify the Disclosing Party promptly if the Recipient is or may be required by law to disclose Confidential Information. 4. LIMITATION OF OBLIGATIONS The Recipient’s obligations do not apply to any information that: 4.1 the Recipient is required by law to disclose; 4.2 is in the public domain other than as a result of the breach of the terms of this Deed; or 4.3 the Recipient can prove was known to it at the time of disclosure by the Disclosing Party. 5. OWNERSHIP OF INFORMATION The Recipient acknowledges that ownership of a Disclosing Party’s Confidential Information remains the property of the Disclosing Party at all times and this Deed does not: 5.1 transfer to the Recipient an interest in the intellectual property or Confidential Information of the Disclosing Party; or 5.2 oblige the Disclosing Party to disclose any Confidential Information to the other party. 6. OBLIGATIONS CONTINUE The Recipient’s obligations of confidentiality under this Deed continue even if: 6.1 the Discussions are completed or terminated; or 6.2 the Recipient has returned, destroyed or deleted the Confidential Information.Page | 4 ©Adroit Lawyers 2009 www.adroitlawyers.com.au 7. LIABILITY OF RECIPIENT The Recipient accepts liability for any action not in accordance with the terms of this Deed by a person to whom the Recipient has disclosed Confidential Information (regardless of whether the Recipient was authorised by the Disclosing


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UNCW BLA 361 - Confidentiality Agreement

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