Mutual Non-Disclosure Agreement

 

Blue Lens Innovation Pty Ltd

Blue Lens and Client shall collectively be referred to as “Parties” and individually referred to as “Party”.

RECITALS

  1. Blue Lens is in the business of product concept development, marketing, commercialisation, amongst other things.
  2. Blue Lens has developed intellectual properties, for the purposes of product development, marketing and commercialisation activities, amongst other things. As a result, Blue Lens may provide Confidential Information to Client.
  3. The client has started conceptualisation their product and made an assessment of the commercial opportunities for the Client product.
  4. From the conceptualisation activities, Client may provide Confidential Information to Blue Lens.
  5. Client wishes to discuss with Blue Lens the Client’s product concept(s) and or projects.

PURPOSE OF THIS AGREEMENT

In consideration of the mutual promises contained in this Agreement each of Client and Blue Lens agree to keep the other Party’s information confidential and to only use the Confidential Information for the Permitted Purpose.

DEFINITIONS

  • “Agreement” means this agreement including any Schedules and any amendments to this Agreement from time to time;
  • “Confidential Information” means any information emanating from the Provider in any form (whether oral or written or graphic or machine-readable), and not in the public domain, and includes, but is not limited to, personal and technical data, trade secrets, secret or confidential information, formulas, processes, dealings, know-how, designs, plans, documents, papers, drawings, equipment, services, business or financial information and research data, business or investment plans and insights, markets, sales, operations, performance, agreements or negotiations with third parties or affairs of the Provider or any Related Bodies Corporate of the Provider.
  • “Provider” means the Party who has provided the Confidential Information to the other Party.
  • “Recipient” means the Party to whom the Confidential Information is disclosed by the other Party.
  • “Related Bodies Corporate” as that phrase is defined in the Corporations Act 2001.

CONFIDENTIALITY

  • Any and all verbal and/or written Confidential Information disclosed by the Parties to each other will be treated by the Recipient as confidential.
  • Recipient shall not disclose any Confidential Information (including the identity of the Provider) to any third party.
  • Client acknowledges and agrees that as a Recipient of Blue Lens’ Confidential Information, must not, without the prior written consent of Blue Lens, use any of the Confidential Information.
  • Blue Lens acknowledges and agrees that as a Recipient of Client’ Confidential Information, must not, without the prior written consent of the Client, use any of the Confidential Information.
  • The Recipient undertakes to keep secret and treat as confidential the Confidential Information.  In particular the Recipient undertakes to ensure that any other persons do not gain access to the Confidential Information other than as permitted under this Agreement.  In other words, the Recipient will not, without the Provider’s prior written consent:
    • Use or permit any person to use the Confidential Information for any purpose other than assessing the opportunity contemplated in Recital E;
    • Disclose or in any way communicate to any other person all or any of the Confidential Information except as expressly authorised under this Agreement;
    • Permit unauthorised persons to have access to places where the Confidential Information is displayed, reproduced or stored; or
    • Make or assist any person to make any unauthorised use of the Confidential Information.
  • The Recipient must:
    • Take reasonable steps to enforce the confidentiality obligations imposed by this Agreement including diligently prosecuting at its cost, any breach of threatened or suspected reach of such confidentiality obligations by a person to whom the Recipient has disclosed the Confidential Information; and
    • Co-operate and provide the Provider with all reasonable assistance, in any action which the other party may take to protect the confidentiality of the Confidential Information.
  • This Agreement does not prohibit the disclosure by a Recipient of Confidential Information of the Provider to its officers, its employees, its professional advisers, its Related Bodies Corporate  partners and the officers and employees and professional advisers of its Related Bodies Corporate (each a “Representative”) who need to know the Confidential Information for the purpose of assessing the opportunity contemplated in Recital E provided that the Recipient ensures that any Representative to whom it makes such disclosure respects the confidential nature of the Confidential Information and the Recipient accepts liability to the Provider for any failure of the Representative to do so.
  • The obligations imposed on the parties by this Agreement shall not apply to Confidential Information which:
    • becomes available to the public through no wrongful act of or breach of this Agreement by the Recipient; or
    • is in the public domain prior to the date of this Agreement other than that public information sourced during assessment of opportunity contemplated in Recital E by Client; or
    • Recipient can prove was already known to it at the time of disclosure by the other Party (other than if such knowledge arose from the disclosure of information in breach of an obligation of confidentiality); or
    • is received from a third party without restriction and without breach of this or any other confidentiality agreement; or
    • Provider has given its written consent to its disclosure or use; or
    • was developed by the Recipient independently of the Provider; or
    • is required or authorised to be disclosed under any law but only to the extent that such disclosure is so required or authorised.
  • Confidential Information hereunder including all communication shall at all times remain, as between the Parties, the property of the Provider. No license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder.
  • In the event either Party receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information of the Recipient, Recipient shall promptly notify Provider and provide to Provider its proposed response to such demand. Unless the demand has been time limited or quashed, Recipient shall thereafter be entitled to comply with such demand to the extent permitted by law.

TERM AND RETURN OF CONFIDENTIAL INFORMATION

  • The Recipient undertakes that it will, at the request of the Provider at any time, return or destroy all documents and other materials in the possession of the Recipient or any of its Representatives to the Provider (whether in whole or in part) containing the Confidential Information (whether or not such documents were created by the Provider) and the Recipient undertakes not to retain any copies or replicas of any such documents or materials or any working papers or similar documents of the Recipient or a Representative that incorporate the Confidential Information.
  • The destruction of the Confidential Information does not release Client from its obligations under this Agreement.

REPRESENTATION AND WARRANTIES

  • Each Party acknowledges that neither Party’s Representatives have made nor make any representation or warranty as to the accuracy or completeness of the Confidential Information of the Provider and that such information is provided “AS IS”.  Each Party agrees to make  its  own assessment of the Confidential Information and satisfy itself as to the accuracy and completeness of that Confidential Information.

GENERAL

  • Neither Party will be obliged to enter into any further agreement or negotiation with the other Party as a result of any obligation or the provision of any Confidential Information under this Agreement.
  • Nothing contained in this Agreement shall be deemed to constitute a partnership, joint venture or other similar relationship between the Parties.
  • This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous oral or written representations concerning its subject matter.
  • No agent or Representatives of either Party has any authority to bind such Party to any affirmation, representation or warranty not specifically included in this Agreement.
  • This Agreement contains the entire understanding between the Parties.  This Agreement may not be amended except in writing signed by both Parties.
  • This Agreement is governed by, and to be construed in accordance with, the laws of Queensland, Australia.  The parties irrevocably elect to accept the jurisdiction of the Queensland Courts (including all Federal Courts), and to commence any proceedings in such Courts.
  • This Agreement may consist of a number of counterparts and the counterparts taken together constitute one and the same instrument.