Non-Disclosure Agreement (NDA)
Background
Devanch Pty Ltd (“Devanch“) possesses valuable confidential information for the purpose of providing services to you. Devanch agrees to make this confidential information available to you for the permitted purpose. It is a condition of providing you with the confidential information that you agree to the terms of confidentiality set out below.
Definitions
In this Agreement:
- “Business” refers to the business to which the confidential information relates.
- “Confidential Information” means any information and data of a confidential nature, including but not limited to proprietary, technical, developmental, marketing, sales, and media containing or disclosing such information and techniques which are disclosed pursuant to this Agreement.
- “Permitted Purpose” means the due diligence carried out by you to assess the viability or desirability of acquiring or investing in the Business.
Operative Part
You agree that Devanch is disclosing to you the confidential information on the following terms to which you agree to adhere:
- You agree to receive the confidential information solely for the permitted purpose.
- You agree not to communicate in any form with suppliers, customers, or staff of the Business without written permission from Devanch.
- You agree that any confidential information delivered to you:
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- Shall not be distributed, disclosed, or disseminated in any way or form to anyone except your own contractors, employees, and professional advisers who have a reasonable need to know said confidential information for the permitted purpose.
- Shall be treated by you with the same degree of care to avoid disclosure to any third party as is reasonable in the circumstances, and you shall be liable for disclosure of confidential information of Devanch only if such reasonable care is not used, the burden of proof for which shall be upon you.
- Shall not, without the express prior written permission of Devanch, be used by you for any purpose except for the permitted purpose.
- Shall remain the property of and be returned to Devanch (along with all copies thereof) within seven (7) days of receipt by you of a written request from Devanch setting forth the confidential information to be returned.
- You agree that the obligations of paragraph 3 shall not apply, however, to any information which:
- Is already in the public domain or becomes available to the public through no breach of this Agreement by you.
- Was in your possession prior to receipt from Devanch, as proven by your written records.
- Is received by you independently from a third party not legally precluded from disclosing such information to you.
- Is subsequently independently developed by you, as proven by your written records.
- You agree that confidential information shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components, or combinations thereof are now or become known to the public.
- You agree that Devanch may modify, amend, or waive any term of this Agreement by giving you reasonable notice of such modification, amendment, or waiver.
Acknowledgment
By clicking “I Agree,” you accept and agree to be bound by the provisions of the confidentiality agreement set out above.
Privacy Act Compliance
Devanch is committed to complying with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) in handling personal information. Any personal information collected under this Agreement will be used solely for the permitted purpose and will be handled in accordance with Devanch’s privacy policy. You agree to comply with the Privacy Act 1988 (Cth) and the APPs in relation to any personal information disclosed to you under this Agreement.
Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of Queensland, Australia.
Execution
By clicking “I Agree,” you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Non-Disclosure Agreement.
