UNSW Global CONFIDENTIALITY AGREEMENT

(August 2005)

/ UNSW Global Pty Ltd (ACN 086 418 582), trading as [INSERT DIVISION NAME], of Ground Floor, Library Concourse, Sydney NSW 2052 Australia (UNSW GLOBAL)

Recipient:

Name:………………………………………………..

Address:……………………………………………………………………………………………………………………………………

ACN:…………………………………………………

ABN:…………………………………………………

Express Purpose:

…………………………………………………………………………………………………………………………………………………

…………………………………………………………………………………………………………………………………………………

…………………………………………………………………………………………………………………………………………………

…………………………………………………………………………………………………………………………………………………

Notices:

UNSW GLOBAL Contact Person: insert name and contact details for UNSW GLOBAL representative (include phone and fax number)………. [delete these comments prior to finalisation].

Recipient Contact Person: insert name and contact details for Recipient’s representative (include phone and fax number), insert “as above” if same as information contained under ‘Recipient’ [delete these comments prior to finalisation].

By executing below, the parties undertakes to be bound by the attached Standard Confidentiality Terms

EXECUTED for and on behalf of
UNSW GLOBAL PTY LTD
But not so as to incur personal liability
By:
…….…………………………
(Signature)
…….…………………………
(Print Name and Position)
DATE:…………. / EXECUTED by and on behalf of
Insert full name of individual, company or organisation
…….…………………………
(Signature of Individual or authorised representative of company or organisation)
…….…………………………
(Print Name and Position)
DATE:………….

UNSW GLOBAL CONFIDENTIALITY AGREEMENT- STANDARD CONFIDENTIALITY TERMS

(August 2005)

  1. Definitions.

“Confidentiality Agreement” means the endorsed Confidentiality Agreement, together with these Standard Confidentiality Terms.

“Confidential Information” means information that is by its nature confidential, is designated to be confidential or the Recipient knows or ought to know is confidential. It includes without limitation the all intellectual property rights of UNSW GLOBAL, including unpatented inventions, ideas, know-how, concepts, trade secrets, processes, techniques, software, products and all other intellectual property, financial and business information and all other valuable information of UNSW GLOBAL which UNSW GLOBAL regards as confidential to it and all copies, notes and records and all related information generated by the Recipient based on or arising out of any such disclosure. Confidential Information does not include information which is already in the public domain.

“Express Purpose” means the purpose described in the endorsed Confidentiality Agreement.

“Recipient” includes its employees, officers and agents.

“UNSW GLOBAL” includes and its employees, officers and agents.

  1. Confidentiality Obligations
  2. In consideration of UNSW GLOBAL disclosing Confidential Information to the Recipient, the Recipient agrees that the Confidential Information must be kept confidential to UNSW GLOBAL unless strictly as otherwise required by law.

2.2The Recipient must use the Confidential Information only for the Express Purpose unless prior written consent has been obtained from UNSW GLOBAL.

2.3Recipient must ensure that all employees, agents and officers to whom Confidential Information is disclosed are legally bound to keep the Confidential Information confidential and only use it for the Express Purpose.

  1. Proprietary Rights

The Recipient obtains no proprietary rights of any kind in the Confidential Information provided to it under this Confidentiality Agreement.

  1. Relief

The Recipient acknowledges and agrees that monetary damages would be insufficient remedy for breach of this Confidentiality Agreement and that, in addition to any other remedy available, UNSW GLOBAL is entitled to injunctive relief to prevent a breach of this Confidentiality Agreement and to compel specific performance of this Confidentiality Agreement.

  1. General
  2. Return of Information. Upon the request at any time of UNSW GLOBAL, the Recipient must return all Confidential Information received in written or tangible form, including copies, reproductions, or other media containing such Confidential Information within 7 days.
  3. Continuing Obligations. The obligations contained in this Confidentiality Agreement remain in full force and effect after the completion, in whole or in part, of the Express Purpose and will not be or be deemed to be waived, merged or extinguished upon such completion.
  4. Waiver. The failure by a Party to require performance of an obligation under this Confidentiality Agreement by the other Party will not operate as a waiver of the obligation and the other Party remains liable to perform all its obligations under this Confidentiality Agreement.
  5. Notices. The address of UNSW GLOBAL and the Recipient for the purposes of giving notice is as specified in the endorsed Confidentiality Agreement.
  6. Governing Law. This Confidentiality Agreement will be governed by, construed and take effect in accordance with the laws of New South Wales.
  7. Assignment. The parties will not assign or transfer any of their obligations under this Confidentiality Agreement without the prior written consent of the other party. Any such consent does not relieve that party from his, her or its obligations under this Confidentiality Agreement.
  8. Entire Confidentiality Agreement. This Confidentiality Agreement constitutes the entire agreement of the parties in respect of the matters dealt with in this Confidentiality Agreement. It may only be varied by the further written agreement of the parties where both parties sign the document recording the agreement. This Confidentiality Agreement supersedes all prior agreements, understandings, undertakings and negotiations in respect of the matters dealt with in this Confidentiality Agreement.