A. Either party (the provider) may provide confidential information to the other (the recipient) in connection with an invention(s) for the purpose of evaluating the invention for the engagement of further services and or to consider the invention potential.
B. In consideration of the provider providing confidential information to the recipient, the recipient undertakes and agrees to keep the confidential information confidential, on the terms and conditions set out in this agreement.
1. "Confidential information" means:
a. All information provided by the Provider or its clients to the Recipient, its officers, employees, agents or contractors in relation to this Engagement.
b. All information in relation to the the provider or its joint or several activities or the providers client which may be disclosed to the recipient, its officers, employees, agents or contractors for the purposes of or which comes into the possession or to the knowledge of any of them in the course of, carrying out this engagement.
c. The fact of the Recipient having received information pursuant to this Undertaking and the fact of the engagement being carried out.
d. Information relating to the business of the provider including all intellectual and industrial property provided.
e. All documents and other materials developed by the recipient in the performance of the engagement based on any such information to the extent it contains such information but does not include;
i) Information preiously known to the recipient free of any obligation (whether in documentaryform or not);
ii) Information which has been or is subsequently made public without any breach of this undertaking; or
iii) Information disclosed by any third party who is not under any confidentiality obligation to the provider in respect of that information.
2. Unless the provider gives its prior written consent to do otherwise the recipient shall:
A. Keep all confidential information soley for the purposes of the engagement;
B. Use confidential information solely for the purpose of the engagement;
C. Take all steps reasonably necessary to secure confidential information against theft or other unauthorised disclosure, access or use; and
D Ensure that those officers, employees or contractors of the recipient to whom any confidential information is disclosed execute an undertakingin identical terms to this document, failing which, the recipient shall be liable for any act of that officer, employee or contractor which would, if that person had signed this undertaking been in breach of the undertaking.
3. The recipient shall return or deliver to the provider all confidential information in written, graphic, or other tangible form, including copies and extracts thereof on completion of the engagement, or on earlier request by the provider. If any copy of the confidential information is recorded by an electronic means, the recipient shall destroy on completion of the engagement, or on earlier request such copy.
4. This undertaking is irrevocable and shall continue in effect irrespective of the completion of the agreement.
5. Notwithstanding the foregoing provisions, the recipient shall be free to disclose confidential information if so directed by an authority whose direction has the force of law, if the recipient agrees to give the provider immediate notice of any such disclosure.
6. The law of the State of New South Wales shall govern this undertaking.