Mutual Confidentiality Agreement
PARTIES
AXIENT PTY LIMITED ABN 14 090 510 848 L 16, 56 PITT ST, SYDNEY NSW 2000
Australia (Axient) And Requestor
Background:
A. The parties are holding discussions and or agreeing to provide services in relation to
Axient and related business opportunities (Opportunity)
B. In the course of such discussions, it may be necessary for each party to
disclose confidential information to the other party.
C. The parties have agreed to enter into this agreement to record the terms on which
both parties will keep confidential any information disclosed to it by or on behalf of
the other party.
In consideration of each party agreeing to provide information to the other, the parties
agree:
1. Confidential Information
1.1 Confidential Information means any information disclosed or made available by or
on behalf of one party (the Discloser) to the other party (the Recipients) relating to
any aspect of the Opportunity and includes any information provided before the
date of this agreement and any copies of the above information or material derived
from that information.
1.2 Confidential Information specifically includes any details or information relating to
any of Axient customers or prospective customers.
2. Property
All Confidential Information is and will remain the property of the Discloser or the relevant
member of the Discloser Group.
3. Confidentiality obligations
Subject to clause 4, the Recipient must:
3.1 keep in strict confidence the Confidential Information;
3.2 take precautions to preserve the confidentiality of the Confidential Information;
3.3 not disclose the Confidential Information to any person (other than in accordance
with clauses 4 and 5);
3.4 use the Confidential Information only for the purposes authorised in writing by the
Discloser at any time (the Discloser agrees that the Recipient may use the
Confidential Information for the purpose of the Opportunity);
3.5 make copies or excerpts of the Confidential Information only to the extent strictly
necessary for the purposes authorised in writing by the Discloser at any time;
3.6 on reasonable request by the Discloser return to the Discloser or destroy all
Confidential Information, including copies and digital files and provide written
confirmation that all files and copies have been destroyed or returned; and
3.7 take all necessary action to prevent any unauthorised person obtaining access to the
Confidential Information.
4. Exceptions
Clause 3 applies except:
4.1 where the Discloser has given written consent to the Confidential Information being
released to a specific person;
4.2 if the Confidential Information is generally and publicly available other than as a
result of a breach of this agreement by the Recipient;
4.3 to Confidential Information lawfully in the possession of the Recipient before it was
disclosed or made available under this agreement and which is not itself the subject
of any other confidentiality restrictions;
4.4 to Confidential Information legally obtained from a third party who is free to
disclose it; or
4.5 if disclosure of the Confidential Information is required by law or Stock Exchange
requirement (in which case the Recipient must immediately notify the Discloser of
this requirement, provide the Discloser with a copy of the Confidential Information
to be disclosed and take all steps reasonably requested by the Discloser to prevent
or limit the disclosure).
5. Disclosure to Authorised persons
5.1 The Recipient may disclose the Confidential Information to its employees,
professional advisors and Related Companies but only to the extent necessary for
the purposes authorised by the Discloser at any time.
5.2 The Recipient must procure that the people it discloses the Confidential Information
to comply with this agreement. The Recipient will be deemed to be in breach of this
agreement if anyone it discloses Confidential Information to fails to comply with
this agreement.
6. Term
This agreement will remain in force for two (2) years from the date of execution by the
parties.
7. Miscellaneous
7.1 This document is governed by the laws of Australia, and the parties submit to the
non-exclusive jurisdiction of the courts of Australia.
7.2. Nothing in this document will be deemed to constitute either party as the agent,
partner or joint venture of the other.
7.3. The Recipient acknowledges that monetary damages alone may be an inadequate
remedy for breach of the Recipient’s obligations under this agreement. In addition
to any other remedy, which may be available in law or equity, the Discloser is
entitled to equitable relief including an injunction and an order for specific
performance of this agreement
7.3. Where a party to this document comprises 2 or more persons an agreement or
obligation to be performed or observed by that party binds those persons jointly and
severally and a reference to that party includes a reference to any one or more
those persons.
