Terms of use
Terms of use
The services are normally prepaid for set periods of time. Other clients by corporate and ongoing works is invoiced according to the agreed terms..
The collective General Combined & Products Liability for the unexpected, however, force majeure must be exercised in certain circumstances.
NDA Client confidentiality
MUTUAL NONDISCLOSURE AGREEMENT
Each undersigned party (which together with their subsidiaries and affiliated entities is referred to herein as the "Receiving Party") understands that the other party (which together with their subsidiaries and affiliated entities is referred to herein as the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business (including, without limitation, its properties, employees, finances, concepts, designs, businesses and operations), which to the extent previously, presently, or subsequently disclosed to the Receiving Party, as well as the Receiving Party's analyses, conclusions and evaluations thereof (whether in written or electronic form), is hereinafter referred to as "Confidential Information" of the Disclosing Party.In consideration of the parties' discussions in connection with a proposed transaction between the parties (the "Transaction") and any access the Receiving Party may have to Confidential Information of the Disclosing Party, the Receiving Party hereby agrees as follows:
Each undersigned party (which together with their subsidiaries and affiliated entities is referred to herein as the "Receiving Party") understands that the other party (which together with their subsidiaries and affiliated entities is referred to herein as the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business (including, without limitation, its properties, employees, finances, concepts, designs, businesses and operations), which to the extent previously, presently, or subsequently disclosed to the Receiving Party, as well as the Receiving Party's analyses, conclusions and evaluations thereof (whether in written or electronic form), is hereinafter referred to as "Confidential Information" of the Disclosing Party.In consideration of the parties' discussions in connection with a proposed transaction between the parties (the "Transaction") and any access the Receiving Party may have to Confidential Information of the Disclosing Party, the Receiving Party hereby agrees as follows:
1. Confidential Information. All administrative, financial practices, methods, concepts, designs, intellectual property, trade secret, or other confidential information, all, shall be deemed to be Confidential Information for purposes of this Agreement. The fact that Confidential Information does not carry a proprietary legend, or has not or may not be subject to trademark or other registration, or is transmitted verbally, shall not act as a waiver to deprive such information from protection under this Agreement.
2. Maintenance of Confidentiality. The Receiving Party agrees (i) to hold the Disclosing Party's Confidential Information delivered in accordance with paragraph 1 above in strict confidence and to take all reasonable precautions to protect the Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials), (ii) not to divulge any such Confidential Information or any information derived there from to any third person (including, but not limited to, any affiliated person or entity), except to the Receiving Party's attorneys, accountants or professional advisors and partners on a "need to know" basis, (iii) not to make any use whatsoever at any time of such Confidential Information except to evaluate internally, or to evaluate with the parties set forth in (ii) above, whether to enter into an agreement with the Disclosing Party relating to the Transaction, (iv) not to remove or export from Australia or re- export any such Confidential Information or any direct product thereof. Not to copy or reverse engineer any such Confidential Information. Any employee given access to any such Confidential Information by the Receiving Party must have a legitimate "need to know" and shall be similarly bound by this Agreement. Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (i), (ii) and (iii) shall not apply with respect to any Confidential Information that the Receiving Party can document (a) is or, through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee, is made generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, provided the Receiving Party complies with any restrictions imposed by such third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party. For purposes of the immediately preceding sentence, the terms "availability," "possession," "disclosure," "development" or "knowledge" of information combined, synthesized or used by the Disclosing Party in a particular manner are meant to incorporate the various pieces of information as they are combined, synthesized or used. Such terms are not meant to include the availability, possession, disclosure, development or knowledge of various pieces of information that are not so combined, synthesized or used. The Receiving Party may make disclosures required by law (including, without limitation, the disclosure requirements of the Federal securities laws of Australia) or court order; provided that the Receiving Party uses reasonable efforts to limit any such disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in attempting to limit such disclosure or to seek confidential treatment. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information disclosed.
3. Return of Confidential Information. Immediately upon (i) the decision by either party not to enter into the Transaction contemplated hereby, or (ii) a request by the Disclosing Party at any time (which will be effective if actually received or three days after mailed first class postage prepaid to the Receiving Party's address set forth herein), the Receiving Party will turn over to the Disclosing Party all Confidential Information of the Disclosing Party and all documents or media containing any such Confidential Information and any and all copies or extracts thereof. The Receiving Party understands that nothing herein (a) requires the disclosure of any Confidential Information of the Disclosing Party, which shall be disclosed if at all solely at the option of the Disclosing Party (in particular, but without limitation, any disclosure is subject to compliance with laws and regulations), or (b) requires the Disclosing Party to proceed with any proposed transaction or relationship in connection with which Confidential Information may be disclosed.
4 Confidential Relationship. Except to the extent required by law, neither party shall disclose the existence or subject matter of the negotiations or business relationship contemplated by this Agreement.
5. Indemnity. Notwithstanding anything in this Agreement to the contrary, the Disclosing Party hereby represents and warrants that such party may rightfully disclose or make available the Confidential Information to the Receiving Party without the violation of any contractual, legal, fiduciary or other obligation to any person, and the Disclosing Party shall indemnify and hold harmless in full the Receiving Party against any and all damages, costs and expenses of any nature whatsoever (including, without limitation, reasonable attorneys' fees) incurred by the Receiving Party in connection with the breach of such representation and warranty.
6. No Implied Warranty. Subject to the terms and conditions of a definitive agreement regarding the Transaction and without prejudice thereto, each party hereto acknowledges that neither it nor any of its officers, directors, employees or agents makes any express or implied representation or warranty as to the completeness of the Confidential Information. The Receiving Party shall not be entitled to rely on the completeness of any Confidential Information, but shall be entitled to rely solely on such representations and warranties regarding the completeness of the Confidential Information as may be made to it in any definitive agreement relating to the Transaction, subject to the terms and conditions of such agreement.
7. No Implied Licenses. Except as otherwise expressly permitted hereunder, no license under any trade secret, patent, patent application, industrial design, trademark, copyright, mask work, confidential process, formula, plan, computer program, data or other valuable Confidential Information or know-how is granted to the Receiving Party or can be implied by disclosure to the Receiving Party by the Disclosing Party of any of the Disclosing Party’s Confidential Information hereunder.
8. Authority to Execute and Freely Executed. In entering into this Agreement, each party represents and warrants that it does so freely and voluntarily. Each party represents and warrants that it has full power and authority to enter into and execute this Agreement and each person signing below represents and warrants that he/she has full power and authority to execute this Agreement on behalf of its respective party.
9. Term. The obligations of each Recipient hereunder shall survive until such time as all Confidential Information of the other party disclosed hereunder becomes publicly known and generally available through no action or inaction of the Recipient.
10. Irreparable Harm. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, attorney's fees, in connection with any breach or enforcement of the Receiving Party's obligations hereunder or the unauthorized use or release of any such Confidential Information as set forth herein. The Receiving Party hereby waives any defense that it may have that there is an adequate remedy at law. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this
11. Choice of Law and Venue. It is agreed that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be exclusively governed by Victoria law without respect to conflict of law provisions. The parties further agree to submit to personal jurisdiction in the courts of the State of Victoria as such courts shall serve as the exclusive venue for all dispute resolution. The prevailing party of any litigated dispute arising out of or relating in any way to this Agreement shall receive its reasonable attorneys’ fees, together with its costs and expenses incurred resolving the dispute as part of the judgment. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.This Agreement may be executed by email with digital signatures and in any number of counterparts, each of which will be deemed an original and all, which together will constitute one and the same instrument.