Confidentiality Agreement

Please read and accept the following terms to continue

This Agreement is made and entered into by and between "The Yarding" (Company) and the Recipient agreeing these terms.

Purpose: Solely for the purpose of enabling the Recipient to conduct business discussions and feedback with Company.

Confidential Information

Without limiting the definition of Confidential Information in this Agreement, Confidential Information of Company includes the following information:

  • personal information of Company's customers and clients;
  • corporate information, strategy, projects and initiatives of Company;
  • IT strategy and initiatives of Company;
  • the set up and structure of network hardware and links; and
  • any information and data that can be accessed from Recipient's access, use or support of Company's network hardware and links (including meta-data).

Agreement: Company and the Recipient agree with effect from the Commencement Date to disclose, receive and use the Confidential Information and accept certain other rights and obligations on the Terms and Conditions attached to and forming part of this Agreement.

1. Definitions and Interpretation

1.1 In this Agreement, terms beginning with capital letters have the following meanings or meanings defined in the Agreement Details, unless the context otherwise requires:

Agreement Details means the matters set out in the table on the front page(s) of this Agreement, under the heading "Agreement Details".

Affiliate of a party means:

  • a corporation that is related to a party as defined in the Corporations Act 2001 (Cth);
  • any individual who, or any corporation or other form of business organisation which, in any country directly or indirectly (including through intermediaries), is controlled by, or is under common control with, or controls, a party; and
  • any corporation or other form of business organisation in which any of the above entities directly or indirectly (including through intermediaries) has at least a 40% ownership interest through stock ownership, voting rights or otherwise, or has the maximum ownership interest it is permitted to have in the country where it exists.

Commencement Date means the commencement date of this Agreement as set out in the Agreement Details.

Confidential Information means the confidential information of the Company, including:

  • all Confidential Information described in the Agreement Details;
  • all information regarding the Proposed Transaction including all information regarding the existence and status of the discussions or negotiations relating to the Proposed Transaction;
  • all know how, intellectual property, business, financial, technical and other commercially valuable or sensitive information in whatever form, including inventions (whether or not reduced to practice), designs, trade secrets, marketing plans, recipes, pricing information, sales reports, methodologies, know-how, formulae, graphs, drawings, samples, materials, devices, models, business plans, client information (including personal information), policies and any other materials or information which the Company regards as confidential, proprietary or of a commercially sensitive nature, in the possession of Company's employees or officers;
  • personal information;
  • all information created, ascertained, discovered or derived directly or indirectly by or on behalf of the Recipient from any Confidential Information; and
  • all Records,

in each case whether disclosed visually, orally, in writing or by electronic means, directly or indirectly by or on behalf of Company and whether disclosed or created before or after the Commencement Date.

2. Confidentiality Undertakings

2.1 The Recipient is to receive Confidential Information in good faith and must maintain its confidentiality in the strictest confidence (including by instituting effective security measures). The Recipient must only copy or take extracts of Confidential Information to the extent necessary for the Purpose or as otherwise approved by Company in writing.

2.2 The Recipient must not directly or indirectly use or disclose the Confidential Information or permit the Confidential Information to be used or disclosed to any person other than in accordance with this Agreement.

2.3 The Recipient may disclose any Confidential Information to those of its employees who need to have access to the Confidential Information for the Purpose only, who are aware of the requirements of this Agreement and who are bound by a legally enforceable obligation of confidentiality to the Recipient.

2.4 The Recipient must ensure that all persons to whom any Confidential Information is disclosed under this Agreement do not do or omit to do any act which, if done or omitted by the Recipient, would result in the Recipient breaching any provision of this Agreement.

2.5 The Recipient must use the Confidential Information only for the Purpose and must not:

  • use any Confidential Information in any way which is in competition with Company or which is otherwise directly or indirectly detrimental to the interests of Company; or
  • perform, or permit any person to perform, any analysis, synthesis, reformulation, decomposition, deconstruction, disassembly or reverse engineering of the information described in the Confidential Information except as expressly required for the Purpose.

2.6 The Recipient must immediately notify Company if it becomes aware of any actual or suspected breach of this Agreement and use its best endeavours to prevent or remedy such a breach.

This is a condensed version of the full agreement. By accepting, you agree to be bound by all terms and conditions.