NDA Agreement Form

INTERPRETATION

Definitions

In this Agreement:

“Confidential Information” means any information disclosed by a party to the other party, or any of the party’s representatives, relating to the disclosing party’s business or products, including without limitation, business and marketing plans and strategy, technical data, product ideas, development plans, customer lists, inventions, ideas, processes, formulae, designs, trade secrets, specifications, financial plans, analyses, recipes, forecasts and studies, which is not generally available to the public.

“Purpose” means the evaluation, discussion, or pursuit of any potential business relationship, transaction, collaboration, investment, service engagement, or other commercial opportunity between the parties.

CONFIDENTIALITY

1. In consideration for the mutual covenants and undertakings set out in this Agreement, the parties agree as follows:

   1. upon exchange of executed copies of this Agreement, each party may, at its sole option, disclose to the other Confidential Information relevant to the discussion of the Purpose; and
   2. each party will hold in confidence and not disclose to third parties or use for any purpose other than the Purpose, any Confidential Information received from the disclosing party without the prior written consent of the disclosing party in accordance with this clause 2;
   3. These obligations do not apply where a party is required by law or by any regulatory body to disclose any Confidential Information. In such circumstances, the party will:
      1. only disclose that portion of the Confidential Information that it is legally required to disclose;
      2. use its best endeavours to minimise any such disclosure; and
      3. immediately notify the other party that such a disclosure is required.
   4. The Recipient must not copy any materials containing Confidential Information without the prior consent of the Discloser.
   5. Each party will disclose the Confidential Information of the other party only to those of its employees (including those of its affiliates) or legal representatives who:
   6. have a need to know the Confidential Information for the purposes of any Purpose; and
   7. have been informed of the confidential nature of the information and have agreed to keep it confidential.

2. All Confidential Information received by each party from the other party remains the exclusive property of the disclosing party and must be delivered to the disclosing party on request by the disclosing party.

   Each party has the right to use any information:

   1. which is now generally known to the trade or the public;
   2. which becomes known to the trade or public other than as a result of a breach of this Agreement;
   3. developed and possessed by the non-disclosing party in written form prior to its disclosure by the disclosing party;
   4. received by the non-disclosing party lawfully and in good faith from a third party who has no obligation to the disclosing party, directly or indirectly, with respect to that information.

3. All Confidential Information received by each party from the other party remains the exclusive property of the disclosing party and must be delivered to the disclosing party on request by the disclosing party.

   1. have a need to know the Confidential Information for the purposes of any Purpose; and
   2. have been informed of the confidential nature of the information and have agreed to keep it confidential.

INTELLECTUAL PROPERTY

1. All Intellectual Property belonging to RW Marketing Pty Ltd or its Clients prior to this agreement and thereafter remains the property of RW Marketing Pty Ltd or its Clients and those property rights are not affected by this agreement or any actions arising from this agreement.
2. All Intellectual Property belonging to [Business Name] or its Clients prior to this agreement and thereafter remains the property of [Business Name] or its Clients and those property rights are not affected by this agreement or any actions arising from this agreement.

SECURITY MEASURES TO BE ADOPTED BY RECIPIENT

The Recipient must :

1. establish and maintain effective security measures to safeguard all Confidential Information from unauthorised access, use, copying or disclosure;
2. ensure that each director, officer, employee and professional adviser to whom Confidential Information has been disclosed pursuant to Clause 2 keeps that information confidential:

and

3. immediately take all steps necessary to prevent or stop, and comply with all reasonable directions of the Discloser in respect of suspected or actual breaches of the covenants in this Agreement

RECIPIENT TO NOTIFY DISCLOSER OF DISCLOSURE

DURATION OF COVENANTS

GOVERNING LAW/FORUM

COUNTERPARTS