Non Disclosure Agreement
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”) is entered into with the Email Confirmed User of this website and
Victoria Hortus Aquaponics,
6 Arnhem St,
Gailes 4300,
ABN 66 217 765 996.
1. “Confidential Information” as used in this Agreement shall mean any and all technical and non-technical information disclosed by one party (a “Disclosing Party”) to the other party (a “Receiving Party”), marked or identified in writing by the Disclosing Party as confidential or proprietary, or which may be reasonably presumed to be so at the time of disclosure and shall include, without limitation: (a) trade secrets, drawings, works or authorship, inventions, know-how, techniques, concepts, design details and specifications, software programs and documents; (b) information regarding research, development, new service offerings and products, marketing and selling plans, business plans, budgets and financial statements, licensing and distribution arrangements, prices and costs and suppliers and customers; (c) the existence of any business discussions, negotiations or agreements between the parties; and (d) any information regarding the skills and compensation of employees, officers or other agents or representatives of the Disclosing Party. For the avoidance of doubt, Confidential Information may be disclosed in written or graphic form or orally, and need not be marked or otherwise labeled or identified as “confidential” to be covered by this Agreement.
2. Each Receiving Party agrees that it will not make use of, reproduce, disseminate, or in any way disclose to any person, firm or business, any Confidential Information of the Disclosing Party, except (a) to the extent necessary for negotiations, discussions, and consultations with personnel or authorized representatives of the Disclosing Party or (b) as may be expressly permitted by the Disclosing Party in writing.
3. Each Receiving Party agrees that is shall disclose Confidential Information of the Disclosing Party only to those of its officers, managers, employees, representatives or other agents who need to know such Confidential Information and who have agreed in writing to be bound by terms and conditions substantially similar to, and no less restrictive with respect to limitations on use and disclosure than, those of this Agreement.
4. Each Receiving Party agrees that it shall treat all Confidential Information of the Disclosing Party with the same degree of care as the Receiving Party accords to its own Confidential Information, but in no event less than reasonable care.
5. The Receiving Party’s obligations under this Agreement with respect to any portion of the Disclosing Party’s Confidential Information shall not apply to Confidential Information which: (a) was in the public domain at the time it was communicated to the Receiving Party by the Disclosing Party; (b) entered the public domain subsequent to the time it was communicated to the Receiving Party by the Disclosing Party, through no fault of the Receiving Party; (c) was in the Receiving Party’s possession, free of any obligation of confidence, at the time it was communicated to the Receiving Party by the Disclosing Party; (d) was rightfully communicated to the Receiving Party by a third party, free of any obligation of confidence, subsequent to the time it was communicated to the Receiving Party by the Disclosing Party; or (e) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party, as demonstrated by clear and convincing evidence. The party claiming the application of any of the above exceptions shall have the burden of proof. In addition, the Receiving Party may disclose the Disclosing Party’s Confidential Information in response to a valid order by a court or other governmental body, or as otherwise required by law; provided, however, that the Receiving Party shall (a) provide the Disclosing Party with prior written notice of any such disclosure, (b) limit such disclosure to the portion of the Confidential Information that is necessary to comply with the relevant order or requirement, and (c) cooperate with the Disclosing Party to the extent the latter seeks a protective order or other appropriate remedy in response to the disclosure order or requirement.
6. All Confidential Information and materials furnished to the Receiving Party by the Disclosing Party shall remain the property of the Disclosing Party. The Receiving Party shall promptly return to the Disclosing Party all documents and any tangible material or medium containing or representing such Confidential Information, upon the written request of the Disclosing Party; provided, however, the Receiving Party or its legal counsel may retain one copy solely for record-keeping purposes.
7. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party.
8. Neither party acquires any licenses under any intellectual property rights of the other party under this Agreement nor otherwise permits the use of any Confidential Information except as expressly permitted under this Agreement. In addition, nothing in this Agreement obligates either party to enter into any other contract or agreement with the other party or to proceed with any transaction except on mutually agreed written terms.
9. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, except either party may, upon written notice to the other party, assign its rights and obligations to an affiliate. Any assignment in violation of this paragraph shall be null and void and of no force or effect. This Agreement is binding upon the parties and their respective affiliates, successors in interest and any permitted assigns.
10. Information is provided on “as is” basis; no warranty, representation or undertaking (either express of implied) is being given as to the accuracy or completeness of any of the Confidential Information disclosed by the parties.
11. The parties acknowledge and agree that any unauthorized use or disclosure of Confidential Information may cause irreparable damage to the Disclosing Party for which monetary damages would not provide adequate relief. Therefore, in addition to all other available remedies, the parties agree and acknowledge that the Disclosing Party shall be entitled to injunctive relief to enjoin a threatened or actual unauthorized disclosure of its Confidential Information.
12. This Agreement shall govern all communications between the parties that are made during the period from the Effective Date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed. The parties’ rights and obligations under Sections 2, 3, 4, 5, 6, 9, 11 and 13 shall continue for a period of five (5) years after termination of this Agreement.
13. This Agreement will be governed by the laws of the State of Queensland, other than its choice of law rules.
14. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof, and supersedes any other prior or contemporaneous agreements or understandings, whether written or oral. The parties enter into this Agreement with no reliance on any representations, written or oral, future clarifications, side arrangements or any other terms not contained herein this Agreement. This Agreement may only be changed by written agreement duly signed by authorized representatives of the parties. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of this Agreement and this Agreement shall be construed as if such unenforceable or invalid provision had never been contained herein.
15. All notices or communications permitted or required under this Agreement shall be in writing and shall be by personal delivery, nationally recognized overnight courier service or by certified or registered mail, return receipt requested, and shall be deemed given upon the earlier of actual receipt or one (1) day after deposit with the courier service or five (5) days after deposit in the mail. Notices shall be sent to the addresses set forth in this Agreement or such other address as either party may specify in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement using email confirmation.
For and on behalf of: For and on behalf of:
Name: Applicant to Marketing System Victoria Hortus Aquaponics
Title: Website User ABN: 66 217 765 996
6 Arnhem St
Gailes 4300
Name: Andrew Houkamau
Title: Owner of Victoria Hortus Aquaponics