Non - Disclosure Agreement 



Terms and Conditions


In consideration of good and valuable confidential information, the adequacy of which is acknowledged, the Disclosing Party and the Receiving Party agrees to the following:


1. The disclosing party herby makes available to the receiving party certain technical information (“information”) regarding the Disclosing Party and its products and services (including and comprising of any intellectual property).


2. The Receiving Party shall treat the Information obtained from the Disclosing Party as confidential, and acknowledge that the Disclosing Party considers the Information disclosed to the Receiving Party as proprietary. The Receiving Party shall use the Information obtained from the Disclosing Party only for the purpose intended and is prohibited from using any intellectual property for profitable gain, either directly or indirectly.


3. The Receiving Party agrees not to disclose Information obtained from the Disclosing Party to any third party, however  the Receiving Party may disclose information to its employees when reasonably necessary for the purposes of evaluating the information, and agrees that such persons or entities are bound by the same terms of confidentiality and non-disclosure as are contained in this agreement.


4. The Receiving Party shall remain responsible for advising its representatives, affiliates and employees of the existence and effects of this agreement and shall at all times remain liable, both vicariously and otherwise to the extent of the law, for any breech of this agreement caused by their representatives, affiliates or employees and if this agreement had been entered into between the Disclosing Party and each of these parties individually, to the extent as governed by this agreement.


5. The obligations of confidentiality and non-disclosure shall not apply to any portion of the information to the extent that is:

a. Already known to the receiving party of or its affiliates, prior to disclosure by the disclosing party
b. Required to be disclosed by law, regulation, rule or order of a duly empowered court, tribunal or government entity having jurisdiction over the receiving party of its affiliates or
c. Disclosed by the Receiving Party or its affiliates with prior written approval of the disclosing party.


6. The Receiving Party acknowledges that the Information disclosed is done so without any representations or Warranty as to the quality, reliability or accuracy and that conclusions drawn for the Information shall be at the sole risk, cost and expense of the receiving party.


7. Upon request, the Receiving Party agrees to return all the information to the disclosing party and any copies or notes relating to the Information (both written and electronic) shall be destroyed.


8. This agreement shall be binding on the parties, their representative, employees, successors and assignees.

    Details of Disclosing Party

    Details of Receiving Party

    Non - Disclosure Agreement


    Terms and Conditions


    In consideration of good and valuable confidential information, the adequacy of which is acknowledged, the Disclosing Party and the Receiving Party are to the following:


    1. The disclosing party herby makes available to the receiving party certain technical information (“information”) regarding the Disclosing Party and its products and services (including and comprising of any intellectual property).


    2. The Receiving Party shall treat the Information obtained from the Disclosing Party as confidential, and acknowledge that the Disclosing Party considers the Information disclosed to the Receiving Party as proprietary. The Receiving Party shall use the Information obtained from the Disclosing Party to evaluate the Information as outlined in Schedule 1.


    3. The Receiving Party agrees not to disclose the Information obtained from the Disclosing Party to any third party, provided however that the Receiving Party may disclose the information to its employees and affiliates and the employees of its affiliates to the extend reasonable necessary for the purposes of evaluating the information, and agrees that such persons or entities are bound by the same terms of confidentiality and non-disclosure as are contained in this agreement. For the purpose of this agreement, the ‘affiliates’ shall mean the Company of which the majority of voting shares are owned, directly or indirectly, by the receiving party, or directly or indirectly, by a company that owns a majority of voting shares of the receiving party.


    4. The Receiving Party shall remain responsible for advising its representatives, affiliates and employees of the existence and effects of this agreement and shall at all times remain liable, both vicariously and otherwise to the extent of the law, for any breech of this agreement caused by their representatives, affiliates or employees and if this agreement had been entered into between the Disclosing Party and each of these parties individually, to the extent as governed by this agreement.


    5. The obligations of confidentiality and non-disclosure shall not apply to any portion of the information to the extent that is:

    a. Already known to the receiving party of or its affiliates, prior to disclosure by the disclosing party
    b. Required to be disclosed by law, regulation, rule or order of a duly empowered court, tribunal or government entity having jurisdiction over the receiving party of its affiliates or
    c. Disclosed by the Receiving Party or its affiliates with prior written approval of the disclosing party


    6. The Receiving Party acknowledges that the Information disclosed is done so without any representations or Warranty as to the quality, reliability or accuracy and that conclusions drawn for the Information shall be at the sole risk, cost and expense of the receiving party


    7. Upon request, the Receiving Party agrees to return all the information to the disclosing party and any copies or notes relating to the Information (both written and electronic) shall be destroyed


    8. This agreement shall be binding on the parties, their representative, employees, successors and assignees


    9. Both parties acknowledge that nothing in this agreement shall prevent the receiving party from entering into any business that it would have entered into through normal circumstances, industry developments or its own or related Companies future development.

      Details of Disclosing Party

      Details of Receiving Party

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