Confidentiality Deed Template

CONFIDENTIALITY DEED

This Confidentiality Deed (the Deed) is made on between Disclosing Party Name: of (Disclosing Party) and Receiving Party Name: of (Receiving Party).

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business, operations, technology, trade secrets, financial information and customer data which it desires to protect from unauthorized disclosure;

WHEREAS, the Receiving Party has requested access to such information for the sole purpose of evaluating and conducting discussions concerning ;

WHEREAS, in consideration of the disclosure of such information the parties wish to record their respective rights and obligations in relation to confidentiality and the use of that information.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Deed and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. DEFINITIONS

In this Deed, unless the context otherwise requires: "Confidential Information" means all information, whether oral, written, electronic or visual, that is disclosed by or on behalf of the Disclosing Party to the Receiving Party and is described in clause 2, together with analyses, compilations and other materials derived from that information.

2. CONFIDENTIAL INFORMATION

Confidential Information includes, without limitation, technical data, trade secrets, designs, drawings, specifications, source code, algorithms, business plans, product roadmaps, pricing, marketing plans, customer and supplier lists, financial information, and any notes, summaries or analyses prepared by the Receiving Party that contain or reflect such information. Information shall be regarded as Confidential Information whether or not marked confidential.

3. EXCLUSIONS

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Deed by the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure and not subject to an existing obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction and without breach of an obligation of confidentiality.

4. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party covenants that it will: (a) keep all Confidential Information strictly confidential and use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for the Permitted Purpose; and (c) not disclose Confidential Information to any person except as expressly permitted by this Deed.

5. PERMITTED DISCLOSURES

The Receiving Party may disclose Confidential Information only to those of its officers, employees, contractors, professional advisers or affiliates who need to know such information for the Permitted Purpose, provided that such persons are bound by confidentiality obligations no less restrictive than those in this Deed. The Receiving Party shall be liable for any breach of this Deed by persons to whom it discloses Confidential Information.

6. COMPULSORY DISCLOSURE

If the Receiving Party is required by applicable law, regulation, or order of a court or governmental authority to disclose Confidential Information, it shall promptly (to the extent legally permitted) notify the Disclosing Party in writing and, at the Disclosing Party's expense, reasonably cooperate with the Disclosing Party to seek protective measures or to limit the disclosure. The Receiving Party shall disclose only that portion of Confidential Information that it is legally required to disclose.

7. TERM; SURVIVAL

This Deed commences on the Effective Date and shall continue for years from that date, unless earlier terminated by written agreement. The Receiving Party's obligations with respect to Confidential Information shall survive termination or expiry of this Deed for so long as the information retains the characteristics of Confidential Information or for a period of five (5) years from disclosure, whichever is longer, except for trade secrets which shall survive for as long as they remain trade secrets.

8. RETURN OR DESTRUCTION

Upon the Disclosing Party's written request or upon termination of discussions between the parties, the Receiving Party shall, within days, return to the Disclosing Party or destroy (and certify destruction of) all material embodiments of Confidential Information, including copies and extracts, except that the Receiving Party may retain one archival copy solely for compliance and record-keeping purposes subject to the confidentiality obligations of this Deed.

9. REMEDIES

The Receiving Party acknowledges that breach of this Deed may cause the Disclosing Party irreparable harm for which damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled, in addition to any other available remedies at law or in equity, to seek injunctive relief, specific performance and other equitable relief to prevent or restrain any breach or threatened breach without the necessity of proving actual damages or posting a bond.

10. NO LICENSE

Nothing in this Deed grants the Receiving Party any license, interest or right to the Disclosing Party's Confidential Information, intellectual property or any patent, trademark, copyright or other proprietary right, except as expressly set out in a separate written agreement signed by the parties.

11. ASSIGNMENT

Neither party may assign or novate its rights or obligations under this Deed without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations under this Deed in writing.

12. NOTICES

All notices, demands or communications required or permitted to be given under this Deed shall be in writing and delivered personally, by certified mail, overnight courier or other nationally recognized courier, addressed to the parties at their respective addresses below (or such other address as a party may specify by notice under this clause).

13. AMENDMENT; WAIVER

No amendment, variation or waiver of any provision of this Deed is valid unless made in writing and signed by the duly authorised representatives of both parties. The failure of a party to exercise or delay in exercising any right does not operate as a waiver of that right.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Deed may be executed in any number of counterparts and by different parties on separate counterparts, each of which when executed shall be an original, but all of which together shall constitute one and the same instrument. Execution and delivery by facsimile, electronic image or other electronic means shall be binding and effective to create a valid and enforceable agreement.

15. GOVERNING LAW

This Deed is governed by and is to be construed in accordance with the laws of and the parties submit to the exclusive jurisdiction of the courts of that jurisdiction.

16. ENTIRE AGREEMENT

This Deed constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings, negotiations, representations and agreements, whether written or oral, relating to the subject matter.

17. SEVERABILITY

If any provision of this Deed is held to be illegal, invalid or unenforceable in whole or in part, that provision shall be severed to the extent of the illegality, invalidity or unenforceability and the remaining provisions shall continue in full force and effect.

EXECUTION AS A DEED

Each party acknowledges that this Deed is expressed to be executed as a deed and that it has the power and authority to enter into and be bound by this Deed. The parties intend that this Deed take effect as a deed upon execution.

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