Confidentiality and Non DisclosureJohn2019-10-06T22:18:24+13:00
As based on our Terms and Conditions of Business:
means any and all knowledge, know-how, information or techniques disclosed by the Disclosing Party to the Receiving Party which by its nature is generally considered proprietary and confidential including, without limitation, all information and data concerning the Disclosing Party’s clients and customers, business, marketing, product development plans, supplier information, forecasts, strategies and financial plans, and all research, data, specifications, plans, technical drawings, prototypes, formulas, computer programs, databases, mask works, designs, algorithms, trade secrets, patents, patent applications, technology, circuits layouts, names and expertise of employees and consultants, interfaces, materials, processes, ideas, inventions (whether patentable or not), schematics, models, documents, recordings, instructions, manuals, papers, or other materials of any nature whatsoever concerning the Disclosing Party’s proprietary data, process and technology, whether written or otherwise, as well as the existence of this Agreement and its terms and conditions.
However, such disclosures will not be considered “Confidential Information” for the purposes of this Agreement if and when it:
is published or becomes available to the general public other than through a breach of this or other similar Agreement;
is obtained by the Receiving Party from a third party with a valid right to disclose it, provided that said third party is not under a confidentiality obligation to the Disclosing Party;
was possessed by the Receiving Party prior to receipt from the Disclosing Party, other than through prior disclosure by the Disclosing Party, as evidenced by the Receiving Party’s business records; or
is made subject to an order by judicial or administrative process requiring the Receiving Party to disclose any or all of the Confidential Information, provided however that the Receiving Party will promptly notify the Disclosing Party and allow the Disclosing Party reasonable time to oppose such process before disclosing any of the Confidential Information.
refers to the party whose Confidential Information is disclosed to the other.
refers to the party, or any of its Representatives, receiving Confidential Information disclosed by the other. Named here after «CONTACT_NAME».
refers to any employees, advisors, assistants or agents of either of the two Receiving Parties named above in the introduction to this agreement, as the case may be.
“Use of Information”
The Receiving Party will not, without the Disclosing Party’s prior written consent, use the Confidential Information, directly or indirectly, for any purpose other than performing its obligations to the Disclosing Party. In particular (without limitation), the Receiving Party agrees not to approach, or accept any work from, any client or customer of 2WORKsmart Pty Ltd where such opportunity may reasonably be said to have arisen through the Receiving Party’s access to information in his or her role as a Receiving Party, unless such work is directly mediated through and sanctioned by the receiving party.
Intellectual property such as web site design, business model, business process, and markets served when communicated to the directors & employees of the Receiving Party, must be kept secure and not used within the Receiving Party or externally of the Receiving Party for commercial or personal gain.
Keep in Confidence
The Receiving Party will keep and use all of the Confidential Information in confidence and will not, without the Disclosing Party’s prior written consent, disclose any part of the Confidential Information to any person, firm, corporation, or other entity regardless of any affiliation or relationship with the Receiving Party.
This clause does not apply to disclosure of Confidential Information to the Receiving Party’s employees, agents or representatives whose functions require them to have Confidential Information for the purpose of performing the Receiving Party’s obligations to the Disclosing Party. The Receiving Party shall however first ensure that all such employees, agents and representatives are made aware of and comply with the Receiving Party’s obligations of confidentiality and non-disclosure under this Agreement as if they were parties to this Agreement.