Non-Disclosure and Confidentiality Agreement
- WHY DO WE HAVE THIS AGREEMENT?
- Hunton Executive has and will disclose various confidential information to you.
- You have agreed to enter into this Agreement in consideration for the disclosure of the Confidential Information by Hunton Executive and you promise to protect the secret and confidential nature of the information.
- This Agreement commences on the date of this Agreement and continues for 2 years or an earlier date if agreed in writing.
- You must not disclose, cause or permit the disclosure of; or permit access to the Confidential Information, except as allowed under this Agreement.
- You must keep the Confidential Information secure and protect it from loss and any disclosure, access or use which is inconsistent with this Agreement.
- You may disclose the Confidential Information with our prior written consent, provided any disclosure is in accordance with that consent.
- You may also disclose Confidential Information if the disclosure is required under law, provided that you notify us of the Confidential Information you are required to disclose, to whom it will be disclosed, and the basis upon which it is required to be disclosed. You must provide us with all reasonable assistance to prevent or minimise any lawful disclosure.
- USE OF CONFIDENTIAL INFORMATION
- You must not:
- use, cause or permit the use of the Confidential Information; or
- create, or cause or permit the creation of, a Document using or which contains the Confidential Information except to the extent necessary for the Approved Purpose.
- To the extent permitted by law, you release us and each of our Representatives from all Claims for any Loss or damage suffered by any person in connection with the provision of, the failure to provide or the use of, any Confidential Information.
- You must not:
- You must immediately notify us if you suspect, or becomes aware of, any actual or potential disclosure, access to, use or loss of Confidential Information except in accordance with this Agreement.
- You indemnify us against any Loss or damage we incur arising directly or indirectly from:
- a breach of this Agreement by you; or
- an act or failure to act by a Representative of yours which, if done or not done by you, would be a breach of this Agreement.
- You acknowledge that:
- damages will not be an adequate remedy for a breach of this Agreement; and
- we are entitled to seek specific performance or injunctive relief as a remedy for any breach or threatened breach, as well as any other remedy available at law or in equity under this Agreement or independently of this Agreement.
- Assignment: You must not assign this Agreement, without our prior written consent. An assignment in breach of this clause is void and of no force and effect.
- Variation: A variation of this Agreement must be in writing and signed by both parties.
- Waiver: Any waiver must be in writing and signed by the party granting the waiver. It is only effective in relation to the particular obligation or breach in respect of which it is given and is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.
- Severance: Any provision that is deemed void, illegal or unenforceable is severed from this agreement, and the remainder of this Agreement has full force and effect.
- Governing law: This Agreement is governed by and is to be construed under the laws in force in NSW Australia and each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in NSW, Australia.
- No reliance: Neither party has relied on any statement which has not been expressly included in this Agreement.
- Entire Agreement: This Agreement states all of the express terms of the agreement between the parties in respect of its subject matter. It supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.
- Relationship: The parties are not and are not to be taken to be in a partnership, joint venture, employment or fiduciary relationship. Nothing in this Agreement gives a party authority to bind any other party in any way.
- Survival: Clauses 3.2 and 4.2 survive the termination or expiry of this Agreement. Each indemnity contained in this Agreement is a continuing obligation, independent from the other obligations of the parties and survives the termination or expiry of this Agreement.
“Approved Purpose” means (individuals – the purpose of assessing a potential job for you) or (employers – the purpose of assessing candidates for your job).
“Claims” means any claim, demand, whether actual or contingent.
“Confidential Information” means all information relating to a candidate, a company, or a job and any personal information, financial information, marketing information, business processes or operations, including but not limited to:
- b) any information designated by us as confidential, or imparted in confidence to you; and
- c) all other information, communication, documentation, correspondence, commercial knowledge (and whether in tangible or intangible form, oral or visual form, or recorded or stored in a Document) which is disclosed to you or a Representative of yours (whether before, on or after the date of this Agreement) by or on behalf of Hunton Executive, or which is otherwise acquired or accessed directly or indirectly by you or a Representative of yours from us, or a Representative of ours, in connection with the Approved Purpose;
but does not include:
- a) any information which is or becomes generally available in the public domain, other than through breach of this agreement or an obligation of confidence; or
- b) information which you can prove by contemporaneous written documentation was already known to it at the time of disclosure by or on behalf us or any of its Related Bodies Corporate (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality).
“Document” means any note, record, memo, report, information, summary, material, weblink, USB, harddrive, copy, image, photograph, video or any other means which information is stored or copied.
“Loss or damage” means any loss, damage, cost, expense whether actual or contingent.
“Nominated Representative” means
“Representative” means the party’s officers, employees, agents, directors, auditors, advisors, consultants, joint ventures, contractors or subcontractors.