The parties are entering into this Agreement to enable the parties to engage in commercial discussions freely and openly.
Now, therefore, the parties hereby agree as follows:
1. Confidential Information.
The confidential, proprietary and trade secret information (hereinafter "Confidential Information") of the disclosing party provided hereunder, is all information, past, current and future, verbal or written, that is disclosed to the other party and marked with the legend "Confidential" or described as confidential prior to disclosure except always for that information specified in Clause 4 of this Agreement.
2. Obligations of Receiving Party.
The receiving party shall only use the Confidential Information for the purposes stated above and shall not disclose the Confidential Information to any third party without the prior written approval of the disclosing party. The receiving party shall maintain the Confidential Information with at least the same degree of care that the receiving party uses to protect its own similar categories of confidential and proprietary information. The receiving party shall not make any copies of the Confidential Information received from the disclosing party except as necessary for its employees and contractors with a need to know. Any copies which are made shall be identified as belonging to the disclosing party and marked "confidential," "proprietary," or similar legend.
3. Period of Confidentiality.
The disclosing party will not assert any claims against the receiving party for
disclosures of Confidential Information made more than three (3) years from the date of this Agreement.
4. Limitation of Obligation of Confidentiality.
The receiving party shall not be liable for the disclosure of any Confidential Information which is: in the public domain other than by a breach of this Agreement on the part of the receiving party;
or b) rightfully received from a third party without any obligation of confidentiality;
or c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party;
or d) independently developed by employees of the receiving party;
or e) generally made available to third parties by the disclosing party without restriction on disclosure;
or f) required to be disclosed by the due process of law.
Title or the right of ownership of Confidential Information or copies thereof shall remain with the disclosing party.
6. No Obligation of Disclosure.
Neither party has any obligation to disclose Confidential Information to the other. Either party may, at any time, cease giving Confidential Information to the other party without any liability or request in writing the return of Confidential Information previously disclosed.
7. Termination and Duty to Return.
Either party may terminate this Agreement at any time without cause upon notice to the other party. However, all obligations of confidentiality shall survive the termination of this Agreement. In the event this Agreement is terminated, and the disclosing party so requests, the receiving party shall promptly return or destroy (and certify destruction of) all Confidential Information which it received from the disclosing party along with all copies.
a) This Agreement shall apply to all subsidiaries and parent companies of each party.
b) This Agreement is neither intended to nor shall it be construed as creating a joint venture, partnership or other form of business association between the parties, nor an obligation to buy or sell products or services using or incorporating the Confidential Information, nor as creating an implied or express license grant from either party to the other.
c) The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party shall not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder.
d) This Agreement shall be governed by the laws of Victoria (Australia).
e) This Agreement constitutes the entire agreement, written or verbal, between the parties with respect to the disclosure(s) of Confidential Information. This Agreement may not be amended except in writing signed by duly authorized representatives of both parties. Any other agreements between the parties shall not be affected by this Agreement.
In witness whereof, the parties have executed this Agreement as of the date first written above.