In this agreement where a Party is disclosing its Confidential Information to the other Party, it will be the “Disclosing Party” and where a Party is receiving Confidential information from a Disclosing Party, it will be the “Recipient Party”.
The parties hereby agree as follows:
In its sole discretion, the Disclosing Party will provide to the Receiving Party certain confidential and proprietary information for the limited purpose of allowing the Receiving Party to evaluate its interest in the purpose specified above, in accordance with the following terms and conditions:
1. Definition
For purposes of this Agreement,
"Confidential Information" shall mean the information received by the Receiving Party from the Disclosing Party which is marked as "Confidential" and/or "Proprietary" or which would logically be considered "Confidential" and/or "Proprietary" in view of its relationship to the whole disclosure. Information furnished orally, in written for, by electronic means, or by any other means which was identified by the Disclosing Party as confidential and/or proprietary at the time of disclosure, shall be treated by the Receiving Party as Confidential Information.
2. Protection and Purpose
All "Confidential Information" shall be maintained in confidence by the Receiving Party, and shall not be disclosed to any third party and shall be protected with the same degree of care as the Receiving Party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. The Receiving Party shall not use any "Confidential Information" received from the Disclosing Party except for the evaluation purposes set forth above.
3. Restrictions
The restrictions herein provided shall not apply with respect to "Confidential Information" which:
- Is known by the Receiving Party at the time of receipt; or
- Is or becomes a part of the public domain without breach of this
Agreement by the Receiving Party; or
- Is legitimately obtained by the Receiving Party without a
commitment of confidentiality from a third party; or
- Is disclosed by the Disclosing Party to a third party without a
commitment of confidentiality by the third party; or
- Is independently developed by the Receiving Party; or
- Is disclosed pursuant to judicial action or government
regulations, provided the Receiving Party notifies the Disclosing
Party prior to such disclosure and cooperates with the Disclosing
Party in the event the Disclosing Party elects to legally contest
and avoid such disclosure.
Rights and Licenses
This Agreement and the furnishing of "Confidential Information" as provided herein shall not be construed as establishing, either expressly or by implication, any grant of rights or licenses to the Receiving Party or any relationship between the parties.
Ownership
All tangible information, including drawings, specifications and other information submitted hereunder by the Disclosing Party to the Receiving Party, shall remain the property of the Disclosing Party. If either party elects not to pursue any further business undertaking, the Receiving Party shall promptly return to the Disclosing Party all tangible information, and all copies thereof, related to "Confidential Information".
Export
The Receiving Party shall not export any Confidential Information without written permission from the Disclosing Party. If the Disclosing Party is permitted to export Confidential Information, the Disclosing Party shall comply with Australian Export Administration Laws and regulations (EAR) and shall not export or re-export any technical data or products received from the Disclosing Party or the direct product of such technical data to any proscribed country listed in the "EAR" unless properly authorized by the Australian government.
Termination
This Agreement is to be construed in accordance with the laws of the Commonwealth of Australia and shall terminate five (5) years from the effective date of this Agreement.
