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Confidentiality Agreement

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Select from the list the option which best describes why the parties are sharing confidential information with each other. Business sale: Often a business purchaser will want to know confidential information regarding the business prior to the purchase. Choose this option if one party is considering selling its business to the other party. Employment: An employee or consultant may, during the course of their engagement with a company, need access to confidential information. Potential Investment or Partnership: Sometimes when a party is investigating whether to invest in another person's business, invention or idea, it will be important to provide them with details of that business, invention or idea. In these circumstances it is often wise to have the potential investor sign a confidentiality agreement to protect the invention or idea from copying by the investor. Sale of goods: One party ("the Seller") might be selling one or more goods to the other party ("the Purchaser"). For example, let's say that the Seller is selling a yacht to the Purchaser. The yacht might be second hand, and might have previously been used for commercial charters. The Purchaser might want to know a lot of sensitive information about the yacht, such as the service history, details of any safety issues or incidents that have occurred on board, details of the fees that charter guests paid and so on. In case the Purchaser does not go ahead with the purchase of the yacht, this confidentiality agreement may be used to restrict the Purchaser from disclosing or using this sensitive information. Sale of services: In some cases one party might hire the other party to perform some services. For example, the first party might have an idea for a mobile application, and the second party might be a software developer. The first party might want to discuss the idea with the second party, to see whether the second party has the skills to build the application, and to determine the cost of hiring the second party to provide these services. The first party might want to use a confidentiality agreement to restrict the second party from stealing the idea for the application. Other: Select this option if none of the other options accurately describe the reason why the information is being shared between the parties.

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NON DISCLOSURE AGREEMENT


BETWEEN:

________, of:

________

(the "Disclosing Party")

AND

________, of:

________

(the "Receiving Party")


RECITALS:

The parties to this Agreement (hereinafter "the Parties" or individually "the Party") wish to exchange certain Confidential Information. In consideration for the mutual promises and obligations set out in this Agreement, the Parties agree as follows:


(1) PROJECT AND PURPOSE

(a) The Parties intend to work together and to share confidential information in connection with:

________

(b) Any Confidential Information disclosed in connection with this Agreement shall only be used for the Purpose and for the sole benefit of the Disclosing Party.


(2) CONFIDENTIAL INFORMATION

(a) For the purpose of this Agreement, "Confidential Information" means any and all material disclosed to the Receiving Party, whether directly, indirectly or as a result of the Receiving Party's observation, by the Disclosing Party or any of its employees, associated entities, subsidiaries or representatives.

(b) For the purpose of this Agreement, "Confidential Information" does not include:

(I) information which was publicly available, other than as a result of a breach of this Agreement; or

(II) information which the Receiving Party received from a third party, provided that third party did not breach any confidentiality obligations in relation to the said information; or

(III) information which was already in the Receiving Party's possession (other than as a result of a breach of any confidentiality obligations) before it was provided by the Disclosing Party.


(3) OBLIGATIONS

(a) The Receiving Party must keep the Confidential Information confidential, and must only use it for the Purpose.

(b) The Receiving Party must only allow a representative (such as an employee, agent, or consultant of the Receiving Party) ("Representative") to have access to Confidential Information if such access is necessary for the attainment of the Purpose, and the Receiving Party ensures that any such Representative who has access to the Confidential Information keeps the Confidential Information strictly confidential.

(c) When requested by the Disclosing Party, the Receiving Party shall destroy and/or deliver to the Disclosing Party any Confidential Information in the Receiving Party's possession or control.

(d) The restrictions contained in this Agreement on the use and disclosure of Confidential Information do not apply to the extent that the disclosure is required by law, provided that the Receiving Party advises the Disclosing Party as soon as possible about any proposed disclosure and takes such reasonable steps as the Disclosing Party shall require to oppose such disclosure and/or to minimise the impact upon the Disclosing Party of such disclosure.


(4) LIMITATIONS

(a) Nothing in this Agreement transfers or grants any rights in the Confidential Information from the Disclosing Party to the Receiving Party.

(b) The Disclosing Party makes no representation or warranty that the Confidential Information disclosed in connection with this Agreement is accurate or complete.


(5) INDEMNITY

The Receiving Party agrees to indemnify, and to keep indemnified, the Disclosing Party against any costs, claims, losses, or demands (including legal costs and expenses on a full indemnity basis) that the Disclosing Party suffers (directly or indirectly) as a result of a breach of this Agreement by the Receiving Party, or by any unauthorised disclosure or use of the Confidential Information by the Receiving Party, or by any person or organisation that received Confidential Information from the Receiving Party (whether directly or indirectly) including any agent, professional adviser, consultant, employee or other person engaged by the Receiving Party.


(6) REMEDIES

(a) The Parties hereby acknowledge and agree that the Disclosing Party would suffer significant loss and damage in the event that Confidential Information was released in breach of this Agreement, and that such loss or damage may not be adequately compensated with an award for damages.

(b) The Parties hereby acknowledge and agree that in addition to any other remedy available to the Disclosing Party, the Disclosing Party shall be entitled to injunctive relief to prevent a breach (or further breaches) of this Agreement and/or to obtain specific performance of this Agreement.


(7) TERM AND TERMINATION

(a) This Agreement commences on the date it is executed.

(b) The Parties acknowledge and agree that the terms of this Agreement continue to operate until such time as the Parties mutually release each other, in writing, from their respective obligations under this Agreement, or all of the information which has been disclosed in connection with the Purpose no longer meets the definition of Confidential Information under this Agreement.


(8) GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of New South Wales. The parties shall submit to the non-exclusive jurisdiction of the courts of New South Wales, including any courts that hear appeals from those courts.

EXECUTED AS AN AGREEMENT on the following date: ________________________


Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:


______________________________________
Signature of director


______________________________________
Name of director


______________________________________
Signature of director/secretary


______________________________________
Name of director/secretary


Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:


______________________________________
Signature of director


______________________________________
Name of director


______________________________________
Signature of director/secretary


______________________________________
Name of director/secretary

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NON DISCLOSURE AGREEMENT


BETWEEN:

________, of:

________

(the "Disclosing Party")

AND

________, of:

________

(the "Receiving Party")


RECITALS:

The parties to this Agreement (hereinafter "the Parties" or individually "the Party") wish to exchange certain Confidential Information. In consideration for the mutual promises and obligations set out in this Agreement, the Parties agree as follows:


(1) PROJECT AND PURPOSE

(a) The Parties intend to work together and to share confidential information in connection with:

________

(b) Any Confidential Information disclosed in connection with this Agreement shall only be used for the Purpose and for the sole benefit of the Disclosing Party.


(2) CONFIDENTIAL INFORMATION

(a) For the purpose of this Agreement, "Confidential Information" means any and all material disclosed to the Receiving Party, whether directly, indirectly or as a result of the Receiving Party's observation, by the Disclosing Party or any of its employees, associated entities, subsidiaries or representatives.

(b) For the purpose of this Agreement, "Confidential Information" does not include:

(I) information which was publicly available, other than as a result of a breach of this Agreement; or

(II) information which the Receiving Party received from a third party, provided that third party did not breach any confidentiality obligations in relation to the said information; or

(III) information which was already in the Receiving Party's possession (other than as a result of a breach of any confidentiality obligations) before it was provided by the Disclosing Party.


(3) OBLIGATIONS

(a) The Receiving Party must keep the Confidential Information confidential, and must only use it for the Purpose.

(b) The Receiving Party must only allow a representative (such as an employee, agent, or consultant of the Receiving Party) ("Representative") to have access to Confidential Information if such access is necessary for the attainment of the Purpose, and the Receiving Party ensures that any such Representative who has access to the Confidential Information keeps the Confidential Information strictly confidential.

(c) When requested by the Disclosing Party, the Receiving Party shall destroy and/or deliver to the Disclosing Party any Confidential Information in the Receiving Party's possession or control.

(d) The restrictions contained in this Agreement on the use and disclosure of Confidential Information do not apply to the extent that the disclosure is required by law, provided that the Receiving Party advises the Disclosing Party as soon as possible about any proposed disclosure and takes such reasonable steps as the Disclosing Party shall require to oppose such disclosure and/or to minimise the impact upon the Disclosing Party of such disclosure.


(4) LIMITATIONS

(a) Nothing in this Agreement transfers or grants any rights in the Confidential Information from the Disclosing Party to the Receiving Party.

(b) The Disclosing Party makes no representation or warranty that the Confidential Information disclosed in connection with this Agreement is accurate or complete.


(5) INDEMNITY

The Receiving Party agrees to indemnify, and to keep indemnified, the Disclosing Party against any costs, claims, losses, or demands (including legal costs and expenses on a full indemnity basis) that the Disclosing Party suffers (directly or indirectly) as a result of a breach of this Agreement by the Receiving Party, or by any unauthorised disclosure or use of the Confidential Information by the Receiving Party, or by any person or organisation that received Confidential Information from the Receiving Party (whether directly or indirectly) including any agent, professional adviser, consultant, employee or other person engaged by the Receiving Party.


(6) REMEDIES

(a) The Parties hereby acknowledge and agree that the Disclosing Party would suffer significant loss and damage in the event that Confidential Information was released in breach of this Agreement, and that such loss or damage may not be adequately compensated with an award for damages.

(b) The Parties hereby acknowledge and agree that in addition to any other remedy available to the Disclosing Party, the Disclosing Party shall be entitled to injunctive relief to prevent a breach (or further breaches) of this Agreement and/or to obtain specific performance of this Agreement.


(7) TERM AND TERMINATION

(a) This Agreement commences on the date it is executed.

(b) The Parties acknowledge and agree that the terms of this Agreement continue to operate until such time as the Parties mutually release each other, in writing, from their respective obligations under this Agreement, or all of the information which has been disclosed in connection with the Purpose no longer meets the definition of Confidential Information under this Agreement.


(8) GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of New South Wales. The parties shall submit to the non-exclusive jurisdiction of the courts of New South Wales, including any courts that hear appeals from those courts.

EXECUTED AS AN AGREEMENT on the following date: ________________________


Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:


______________________________________
Signature of director


______________________________________
Name of director


______________________________________
Signature of director/secretary


______________________________________
Name of director/secretary


Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:


______________________________________
Signature of director


______________________________________
Name of director


______________________________________
Signature of director/secretary


______________________________________
Name of director/secretary