Deed of Confidentiality

THIS DEED is made the ……….. day of …………………….. 2014

……………………….……….. of ………………………………..(ABN..) (the “Recipient”)

[Insert Recipient’s Name] [Insert Recipients Address& ABN]

IN FAVOUR OF

THE CROWN IN RIGHT OF THE STATE OF VICTORIA

(the “State”)

Introduction

A. The Government Services Division (“GSD”) of the Department of Treasury and Finance (“the Department”) manages the Travel Management Services Whole of Victorian Government Contract (“the Agreement”) for the State and manages the supplier under that Agreement (“the Supplier”).

B. Under the Agreement, the Supplier has agreed to supply certain Services to government bodies listed in the Agreement.

C. The Recipient is interested in evaluating and possibly obtaining the Services (the “Agreed Purpose”) and requires access to Confidential Information in order to do so.

D. The State will allow the Recipient access to the Confidential Information provided that confidentiality can be maintained and the Recipient has entered into this Deed in order to acknowledge the conditions under which access will be granted.

It is Agreed

1 In this Deed unless the context otherwise requires or the contrary intention appears:

(a) The singular includes the plural and vice versa and words importing a gender include other genders.

(b) Terms importing natural persons include partnerships and bodies corporate.

(d) Where a party comprises two or more persons provisions of this Deed that bind that party shall bind those persons jointly and severally.

(e) “Confidential Information” means information that is by its nature confidential, is designated as confidential or the Recipient knows or ought to know is confidential which the Recipient accesses or which is disclosed to the Recipient during the course of the evaluation of, or the provision of the Services, and includes without limitation, information relating to the terms of the Agreement and any Supplier pricing information and service levels but does not include information which is:

(i) publicly known or becomes publicly known other than by breach of any other obligation of confidentiality;

(ii) disclosed to the Recipient without restriction by a third party and without any breach of confidentiality by the third party; or

(iii) developed independently by the Recipient without reliance on any of the Confidential Information.

(f) “Party” means a party to this Deed.

(g) “Services” means the services to be provided to government bodies by the Supplier under the Agreement.

(h) A reference to a party to this Deed or any other document or agreement includes its successors and permitted assigns.

2 In consideration of the State disclosing Confidential Information to the Recipient, the Recipient covenants and agrees, and must procure that its officers, agents, employees and contractors agree to:

(i) treat as secret and confidential all Confidential Information to which it has access or which is disclosed to it for any purpose;

(ii) only use the Confidential Information for the purposes of carrying out the Agreed Purpose and shall not allow any other person access to the Confidential Information;

(iii) not copy or reproduce the Confidential Information (in whole or in part) without the approval of the Department (except as may be reasonably necessary for the purposes of this Deed) and will take all necessary precautions to prevent unauthorised access to or copying of the Confidential Information by any other person;

(iv) be bound by the Information Privacy Principles and any applicable Code of Practice, pursuant to the Information Privacy Act 2000 (Vic), with respect to any act done or practice engaged in by itself for the purposes of this Deed, in the same way and to the same extent as the State would have been bound by the Information Privacy Principles and any applicable Code of Practice in respect of that act or practice had it been directly done or engaged in by the State; and

(v) immediately notify the Department where the Recipient is aware of a breach of this Deed.

3 The Recipient covenants and agrees that the provisions of clause 2 shall continue to have effect indefinitely.

4 The Recipient covenants and agrees that all Confidential Information shall remain the property of the State.

5 The Recipient must, and must procure that its officers, agents, employees and contractors return to the Department, on demand or at the time the Confidential Information is no longer required by the Recipient for the Agreed Purpose, any documents or other materials containing Confidential Information which is in the possession, power or control of the Recipient.

6 The Recipient acknowledges that the State shall be entitled (in addition to any entitlements to damages) to an injunction or other equitable relief with respect to any actual or threatened breach by the Recipient of this Deed and without the need on the part of the State to prove any special damage.

7 This Deed is governed by the Law of Victoria.

8 Any purported variation of a provision of this Deed shall be ineffective unless in writing and executed by the Parties.

Executed as a Deed on the date set out at the commencement of this Deed.

SIGNED SEALED AND DELIVERED )

by ...... ) ......

[print name of authorised representative of Recipient] ) [signature]

position……………………………………

organisation ………………………………

in the presence of ...... ) ......

[insert name of witness] ) [signature]