CONFIDENTIALITY AGREEMENT

DATED ...........................
BETWEEN
[NAME]

.......................................................................... of

[ADDRESS]

..........................................................................
(Discloser)

AND
[COMPANY NAME]

..........................................................................

[AUSTRALIAN COMPANY NUMBER]

.......................................................................... of

[ADDRESS]

..........................................................................
(Recipient)

BACKGROUND

A. The Recipient is providing services in relation to the development and delivery of an iPhone
and Android mobile application, and associated web based interface, and associated content.
(the Project).
B.

Confidential information of the Discloser may be disclosed to the Recipient during the Project
and the Recipient has therefore agreed to enter this confidentiality agreement.

OPERATIVE PROVISIONS
In consideration of disclosure of the Confidential Information to the Recipient, it is agreed that:
1. Confidential Information means all information (whether in written, oral, visual or machine
readable form and whether disclosed before or after the date of this Agreement) of a confidential
nature of or about the Discloser that is disclosed to the Recipient in the course of the Project,
except information that:
(a) is rightfully known to or in the possession or control of the Recipient and is not subject to an
obligation of confidentiality on the Recipient;
(b) is disclosed to the Recipient by a third party which it reasonably believes was entitled to
disclose it;
(c) the Recipient develops independently without use of the Confidential Information; and
(d) the Discloser discloses to any person or entity without imposing confidentiality restrictions.
2. Permitted Disclosee means
(a) any person to whom the Discloser authorises disclosure of the Confidential Information;
(b) those of the Recipients employees, subcontractors and advisors who have a need to know
and only to the extent that each such employee, subcontractor or advisor has a need to know
and is under an obligation to keep the Confidential Information confidential.

3. The Recipient, in relation to the Confidential Information, must:

(a) only use it for the purpose of the Project;
(b) keep it confidential;
(c) not disclose it to any person other than a Permitted Disclosee or as required by law or to its
legal advisers; and
(d) on request by the Discloser, return to the Discloser any or originals or copies in the
Recipients possession (except that the Recipient may keep an archival copy of the
Confidential Information, subject to its confidentiality obligations under this Agreement).

4. The Recipients obligations under this agreement will cease 1 year from the date of this
Agreement.
5. The Discloser and Recipient agree to be governed by the law of Victoria, Australia in relation to
this agreement and The Project, and submit to the non-exclusive jurisdiction of the courts of that
place.

SIGNED by
..
and on behalf of
the Discloser
in the presence of
..
Signature of witness

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Signature

..
Name of witness

SIGNED for and on behalf of

the Recipient
By ..........................................................
(who warrants that he/she is authorised to
sign this document on its behalf) in the
presence of
.
Signature of witness

Name of witness

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Signature