This Agreement is made between “Natural Laboratories Pty Ltd”
the below named Recipient
A. The Recipient wishes to enter into discussions to form a Commercial Relationship with Natural Laboratories Pty Ltd.
B. During these discussions there will be the disclosure of Confidential Information about the requested applications including design ideas and concepts which has a unique value to Natural Laboratories Pty Ltd.
C. Natural Laboratories Pty Ltd will be prejudiced by any unauthorized use or disclosure of the Confidential Information.
D. The parties agree to disclose and use the Confidential Information as provided in this Agreement.
THE PARTIES AGREE as follows:
Definitions and interpretation
1. In the construction of this Agreement, unless the contrary intention appears:
‘Approved purpose’ means development of the software by the Recipient for Natural Laboratories Pty Ltd.
‘Confidential information’ means all information provided by Natural Laboratories Pty Ltd or its employees, agents, officers or advisers to the Recipient including:
- technical information, designs, software, photographs, drawings and written work including instructional manuals;
- trade secrets, including ideas, know-how and business concepts not reduced to material form;
- business plans, systems, policies and procedures;
- market information;
- marketing material including website content;
- commercial information about Natural Laboratories Pty Ltd or persons with whom Natural Laboratories Pty Ltd deals, including details of agreements with employees, contractors, customers and others;
- financial information about Natural Laboratories Pty Ltd including pricing structures;
- all intellectual property including registered and unregistered trademarks, designs and work to which copyright applies;
- any information marked “confidential” or which Natural Laboratories Pty Ltd informs the Recipient is confidential or a trade secret;
- all programming code, and all material created which is related to the product;
- information available to the public (other than through disclosure by the Recipient or by a person to whom the Recipient disclosed the Confidential Information);
- information which the Recipient can prove it lawfully possessed before obtaining it in connection with this Agreement;
‘Regulatory Body’ means any Federal or State Minister of the Crown, government or quasi government agency or statutory authority whose approval or consent is necessary for the Approved Purpose.
Value and ownership
2. The Recipient acknowledges that all of the Confidential Information will at all times remain the absolute property of Natural Laboratories Pty Ltd.
3. The Recipient must take all steps necessary to safeguard the confidentiality of the Confidential Information.
4. The Recipient may use the Confidential Information only:
(1) for the Approved Purpose; or
(2) to the extent and for a purpose to which Natural Laboratories Pty Ltd has consented in writing.
5. Without limiting the generality of the above Clauses, the Recipient MUST not:
(1) profit or cause any other person to profit from the use of the Confidential Information, except in respect of the Approved Purpose;
(2) develop or cause any other person to develop any business idea, enterprise, Product or services based on the Confidential Information without Natural Laboratories Pty Ltd’s consent in writing; and
(3) use or disclose to a third party any aspect of the Confidential Information for the purpose of contacting or contracting with any employee or client of Natural Laboratories Pty Ltd.
6. The Recipient may disclose the Confidential Information only:
(1) to a person, including any and all of its employees, agents, officers or advisers if:
(a) the Recipient has informed that person of the confidential nature of the Confidential Information; and
(b) that person has undertaken in writing to Natural Laboratories Pty Ltd to keep the Confidential Information secret and confidential, on the same terms as those in this Agreement; and
(c) it is necessary for the Recipient to disclose the Confidential Information for the Approved Purpose; or
(2) to the extent and for a purpose to which Natural Laboratories Pty Ltd has consented in writing; or
(3) to the extent required by law.
Printing and Reproduction
7. The Recipient may copy or print the Confidential Information only if Natural Laboratories Pty Ltd has consented in writing.
Communication with Regulatory Body
8. The Recipient may communicate with a Regulatory Body about the Approved Purpose or the Confidential Information only if Natural Laboratories Pty Ltd has consented in writing.
9. The Recipient must:
(1) keep all the Confidential Information in a secure manner.
(2) immediately report to Natural Laboratories Pty Ltd any unauthorised use, disclosure, copy or printing of the Confidential Information of which the Recipient becomes aware.
(3) use its best efforts to obtain the return or destruction or deletion of any unauthorised copy or print-out of the Confidential Information.
Return and Destruction
10. On demand by Natural Laboratories Pty Ltd, the Recipient must:
(1) deliver to Natural Laboratories Pty Ltd all the Confidential Information in the Recipient’s possession or control;
(2) delete all the Confidential Information held electronically in any medium in the Recipient’s possession or control; and
(3) destroy all documents which were prepared by or for the Recipient and which were based wholly or partly on the Confidential Information, and delete all such documents held electronically in any medium in the Recipient’s possession or control.
Claims in case of Breach
11. Natural Laboratories Pty Ltd reserves the right to make claims for all remedies available to it against the Recipient in relation to any losses or damage suffered by Natural Laboratories Pty Ltd should the Recipient commit any breach of this Agreement. In addition, supply of all access codes to software will be immediately terminated.
12. In the event of a breach or threatened breach of this Agreement, Natural Laboratories Pty Ltd is entitled to injunctive relief in addition to any other remedies available at law or in equity, without showing or proving any actual damage sustained by Natural Laboratories Pty Ltd due to the breach or threatened breach.
13. The obligations of the Recipient under this Agreement survive the completion of the Recipient’s evaluation of the Business as well as the completion of any agreement in respect of the Approved Purpose, except as otherwise provided by such an agreement.
14. This Agreement does NOT grant the recipient any licence rights or other rights relating to the Business. Any rights must be detailed in a separate Agreement and signed by both parties.
15. The Recipient must not assign all or any of its rights or obligations under this Agreement without the prior written consent of Natural Laboratories Pty Ltd.
16. This Agreement is governed by the law of the State of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts of that State.
17. Natural Laboratories Pty Ltd makes no warranty or representation that the Confidential Information:
(a) is fit for any general, or any particular purpose; and
(b) does not infringe the rights of any other person.
18. This Agreement may not be varied except in writing signed by all of the parties.
19. If any provision of this Agreement is held to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation, it is to be severed so that the validity and enforceability of the remaining provisions are not affected.
Acceptance of Terms
20. Each party agrees to be bound by the terms of this Agreement. The Recipient by signing this Agreement is deemed to have read and understood its terms and to have sought legal advice from an independent legal adviser as to the matters in issue. Should the Recipient elect not to seek independent legal advice, the Recipient by signing this Agreement hereby waives its right to seek same and forever indemnifies Natural Laboratories Pty Ltd from any claim arising from misinterpretation or misunderstanding of the terms of this Agreement.
Signatures of parties
21. This Agreement will be effective when signed by the Recipient, by submitting the form below.