Non Disclosure Agreement
In consideration of certain and any information in whatever form concerning the business, customers, suppliers, employees and/or accounts or finances of endota no. 1 Pty Ltd ACN 107 095 983 of Rear of 475, Moorooduc Highway, Moorooduc Victoria 3933 (“the Company”) (all of which information is herein called “the Confidential Information”), being made available to the Recipient, the Recipient hereby undertakes, agrees and declares as follows:-
The Recipient shall keep secret and confidential all of the Confidential Information made available to the Recipient and will not at any time disclose or divulge any of the Confidential Information to any other person, firm or corporation or use the Confidential Information for the Recipient’s own use or for the use of any other person, firm or corporation without the prior written consent of the Company, which consent may be withheld at the Company’s sole discretion.
The Confidential Information shall include, without limitation, all communications and information (whether oral, in writing or otherwise) passing between the Company and the Recipient.
The Recipient will not at any time publish, print, copy or proliferate the Confidential Information.
The Recipient will at all times use the Recipient’s best endeavours to protect and safeguard the Confidential Information from publication or disclosure by the Recipient and for that purpose will put in place appropriate safeguards to protect the Confidential Information.
Nothing in this Deed will apply to any information which the Recipient is required to disclose at law or to information which the Recipient discloses to his or her professional advisors solely for the purpose of this Deed nor shall this Deed apply to any information which is already in the public domain (other than by reason of a breach of this Deed by the Recipient).
The Recipient shall return all Confidential Information to the Company immediately upon the Company’s request.
The Recipient acknowledges that:
(a) the Company possesses and will continue to possess Confidential Information that has been created, discovered or divulged by or on behalf of the Company which information has commercial value and is not in the public domain; (b) unauthorised use or disclosure of the Confidential Information is likely to cause irreparable injury to the Company not readily measurable in monetary damages;
(c) in the event of any unauthorised use or disclosure, the Company shall be entitled to, without limitation to any other rights against the Recipient or remedies to which it may be entitled under this Deed, at law or in equity, such injunctive or equitable relief as may be deemed proper by a Court of competent jurisdiction;
(d) the Company retains all right, title and interest in and to the Confidential Information regardless of whether provided by or on behalf of the Company or created by the Recipient;
(e) the Recipient hereby indemnifies and shall keep the Company indemnified and held harmless from and against all damages, losses, costs, expenses and solicitor’s fees (on a solicitor and own client basis) incurred as a result of any unauthorised use or disclosure of Confidential Information by the Recipient;
(f) any failure to comply with any covenant in this Deed would diminish the value of the Company and the businesses operated by it and the undertakings made by the Recipient in this Deed are reasonable and necessary for the protection of the value of the Company and its businesses and must be given full effect; and
(g) monetary damages alone would not be adequate compensation to the Company for any breach of this Deed and the Company shall be entitled to apply for injunction from a Court of competent jurisdiction if the Recipient fails to comply or threatens to fail to comply with any provision of this Deed or the Company has reason to believe that the Recipient will not comply with this Deed.