Unformated preview of the document: 'Non-Disclosure Agreement between Client and Freelancer' (Part 1):

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Non‐Disclosure Agreement Page 1
NON DISCLOSURE AGREEMENT
This NON DISCLOSURE AGREEMENT is made this day of 200X
BETWEEN: Name of Person: of Company: Pty Ltd
ACN: _ _ _ _ _ Address: ________________ (hereafter referred to as the Client)
AND: Name of Person: of Company: Pty Ltd
ACN: __________Address: (hereafter referred to as the Contractor) and jointly referred to as (The
Parties)
WHEREAS:
A. The Parties wish to enter into discussions concerning the delivery of contract services by the
Contractor regarding the work specifications outlined in Appendix 1 of this agreement.
B. In the context of these discussions each party shall reveal confidential proprietary information
to the other.
C. The parties have agreed to make the confidential and/or proprietary information (as
hereinafter defined) available to each on the basis that the nature of the information is
preserved.
NOW IT IS AGREED as follows: ‐
1. INTERPRETATION
1.1 The following words have the following meaning unless the context otherwise indicates:
Confidential Information shall mean all Information disclosed or communicated by the Client
to the Contractor or otherwise learnt or accessed by the Contractor from the Client or its
representatives for or in connection with the Permitted Purpose and shall include the fact that
discussions are taking place and the existence of this Non Disclosure Agreement but does not
include:
i. information which, at the time of disclosure, is already known to or is in the
possession of the Contractor and was not acquired, directly or indirectly from the
Clientor its representatives; or
ii. information which, subsequent to disclosure, comes into the public domain otherwise
than as a result of any breach by the Contractor of its obligations under this Non
Disclosure Agreement or the actions of any person for whom the Contractor is
responsible.
Derived Information means any note, calculation, conclusion, summary, computer database,
computer modeling or other material derived or produced partly or wholly from any
Confidential Information.
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Non‐Disclosure Agreement Page 2
Information means all information or know‐how relating to or developed in connection with:
i. the Permitted Purpose;
ii. any business, affairs, finances, legal and technical information, markets, promotions,
websites, strategies, plans, customers, suppliers or industries of the disclosing party;
iii. any systems, technology (including software, manufacturing processes or other
information embodied in drawing and specifications) or intellectual property owned
or used by the Client or licensed to the Client.
and shall include Derived Information.
Permitted Purpose means the purpose set out in the Schedule
1.2 In this Non Disclosure Agreement:
i. headings are for convenience only and do not affect interpretation; and unless the
context indicates a contrary intention;
ii. words importing the singular number include the plural and vice versa and words
denoting a given gender include all other genders;
iii. the expression "persons" includes an individual, the estate of an individual, a body
politic, a corporation and a statutory or other authority or association
(incorporated or unincorporated);
iv. references to parties, clauses, sub‐clauses, schedules, exhibits or annexures are
references to parties, clauses, sub‐clauses, schedules, exhibits and annexures to or
of this Non Disclosure Agreement, and a reference to this Non Disclosure
Agreement includes any schedule, exhibit and annexure;
v. if any day appointed or specified by this Non Disclosure Agreement for the
payment of any money or doing of any thing falls on a day which is not a Business
Day, the day so appointed or specified will be deemed to be the next Business Day;
vi. reference to any legislation or to any section or provision thereof includes any
statutory modification or re‐enactment thereof or any statutory provision
substituted therefore and ordinances, by‐laws, regulations and other statutory
instruments issued thereunder.
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Non‐Disclosure Agreement Page 3
2. OBLIGATIONS
2.1 The Contractor undertakes and covenants on its own behalf and on behalf of all directors and
employees to whom it discloses the Confidential Information that it must:
i. hold all Confidential Information in strict confidence and take all action

Unformated preview of the document: 'Non-Disclosure Agreement between Client and Freelancer':  Part 2, Part 3