| Non-Disclosure Agreement
Between ANZAC Engineering Recruitment, a division of Ausweld Engineering
Group Ltd and
(all fields must be completed)
Your company name (The Recipient)
Your name (Representative)
Your position in the company
Your company postal address
Your email
Please repeat your email
Whereas, ANZAC Engineering Recruitment will provide confidential
and proprietary information and materials, costings and margins
in connection with negotiations regarding a Proposed Transaction
more fully described in a separate document (The “Proposed
Transaction” ) which information, materials, labour costs,
margins and percentages, ANZAC Engineering Recruitment seeks to keep confidential.
AGREEMENT
Now, therefore, in consideration of the promises and mutual obligations
contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
Recipient intending to be legally bound hereby agrees to the following:
PROVISION OF CONFIDENTIAL
INFORMATION
Recipient has and will receive non-public information, including
but not limited to materials, marketing materials, business strategies
and financial information, reports, plans, data and other confidential
information, along with work papers, studies and other documents
prepared by or on behalf of ANZAC Engineering Recruitment which contain or
reflect such information (herein the” Information”).
Recipient acknowledges, accepts and agrees that
- the Information provided is the valuable and proprietary
trade secret information of ANZAC Engineering Recruitment, the disclosure
of which would be harmful to ANZAC Engineering Recruitment
- The Information is non-public and confidential and shall
remain at all times the property of ANZAC Engineering Recruitment
and
- The disclosure of the Information is for the sole purpose
of evaluating the Proposed Transaction between ANZAC Engineering Recruitment
and Recipient
OBLIGATION OF RECIPIENT
Recipient shall keep the Information received confidential at
all times regardless of the extent or duration of the evaluation
of the Information and shall not, without prior written authorization
of ANZAC Engineering Recruitment disclose any part of the Information (such
legal representatives hereafter shall be referred to as “Representatives”).
Recipient agrees to inform Representatives of the confidential
nature of the Information and to obtain their Agreement (Signature
required) to be bound by the terms of this Agreement as to the
benefit of ANZAC Engineering Recruitment. Recipient will not dissemble, de-compile
or copy any of the information. Recipient will not directly nor
indirectly (in the conduct of the business or otherwise) use,
or permit to be used, the Information obtained to ANZAC Engineering Recruitment's
detriment, even if ANZAC Engineering Recruitment benefits from such detrimental
use. In addition, Recipient shall not disclose to any person,
without the written authorization of ANZAC Engineering Recruitment, the fact
that any discussions or negotiations are taking place, or that
the Information has been exchanged, concerning the proposed transaction.
CONFIDENTIAL INFORMATION
The term “Information” also includes:
- The Information previously made available by ANZAC Engineering Recruitment
or currently being made available by ANZAC Engineering Recruitment to
Recipient to be reviewed or evaluated by Recipient and/or
their Representatives
and
- Any information, work papers, projections, studies, documents,
terms, conditions, facts or other materials derived or produced
by ANZAC Engineering Recruitment or its Representatives
Recipient shall not be deemed in violation of
this Agreement in the event Recipient discloses information in
response to a duly issued court order to subpoena and
Recipient provides prompt advance notice thereof to ANZAC Engineering Recruitment.
NO LICENCE OF INTELLECTUAL
PROPERTY
ANZAC Engineering Recruitment grants no licence, by implication or otherwise,
under any of its copyrights, patents, patent rights, trade secrets,
trademarks, trade name rights or any other intellectual property
as a result to the disclosure of the Information to Recipient.
RETURN RETENTION AND DESTRUCTION
OF THE INFORMATION
ANZAC Engineering Recruitment will keep a record of the Information to Recipient
and the location of such information received. All Information
including copies (computerized or electronic) of work papers,
analyses, projections, studies, manuals or other documents prepared
by or for ANZAC Engineering Recruitment shall be returned to ANZAC Engineering Recruitment
within 15 days, if requested by ANZAC Engineering Recruitment. In the event
that ANZAC Engineering Recruitment does not require the return of the Information,
Recipient shall hold and keep the Information or shall destroy
the Information.
INJUNCTIVE RELIEF
ANZAC Engineering Recruitment and Recipient agree that money damages would
not be a sufficient remedy for any breach of this Agreement and
that ANZAC Engineering Recruitment shall be entitled to seek injunctive or
other equitable relief, without the requirement of posting a bond
or other security(s) to remedy or prevent any breach or threatened
breach of this Agreement by Recipient or any of its Representatives.
This remedy shall not be the exclusive remedy for any breach of
this Agreement, but shall be considered in addition to all other
remedies and rights available at law or in equity.
WAIVER OR AMENDMENT
No failure or delay by either party, concerning this Agreement,
in exercising any right, power or privilege shall operate as a
waiver, nor shall any single or partial exercise preclude any
other or future exercise or the exercise of any other right, power
or privilege hereunder. No provision of this Agreement may be
waived or amended nor any consent given unless given by a Representative
of the party against whom the waiver or amendment is sought to
be enforced, which specifically refers to this Agreement and the
provision so amended or for which such waiver or consent is given.
RELATION TO OTHER AGREEMENTS
Any Information supplied by ANZAC Engineering Recruitment prior to the execution
of this Agreement is subject to the disclosure restrictions in
this Agreement.
SURVIVAL OF AGREEMENT
This Agreement shall remain applicable to Recipient at all times
regardless of the extent or duration of the relationship between
ANZAC Engineering Recruitment and Recipient.
GOVERNING LAW AND VENUE
This Agreement shall be governed by, interpreted, construed and
enforced in accordance with the laws of New Zealand and/or Australia
and ANZAC Engineering Recruitment shall be entitled to apply to the Federal
courts, located in either New Zealand or Australia for all appropriate
judicial orders to protect and enforce ANZAC Engineering Recruitment's rights
hereunder and neither party involved shall challenge the jurisdiction
and venue of any such court.
SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon the inure to the benefit
of ANZAC Engineering Recruitment and its perspective heirs, personal Representatives,
successors and company assigns.
PROVISIONS SEVERABLE
If any provision of this Agreement shall become illegal or unenforceable,
in part or as a whole, for any reason, the remaining provisions
shall nevertheless be deemed valid, binding and subsisting.
TITLES NOT TO AFFECT INTERPRETATION
The titles of these paragraphs are written for the convenience
of reference only and neither form part of this Agreement nor
should be used in the construction or interpretation thereof.
NEGOTIATED AGREEMENT
ANZAC Engineering Recruitment and Recipient agree that this Agreement has
been fully negotiated among themselves and in the event of any
ambiguities, no presumptions shall be deemed valid.
I have read the ANZAC Engineering Recruitment Non-disclosure Agreement and
accept the terms and conditions.
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