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Confidentiality Agreement


Note: Here is a Confidentiality Agreement to be signed to ensure confidentiality when dealing with PLATONIC HOOD Patents on Line Australia.
With regard to the full services with the Patent, Trade Mark, and Design Office, such as legal preparation and prosecution of applications beyond searching, the Inventor(s)/Owning Party/Discloser is expressly advised that PLATONIC HOOD Patents on Line Australia restricts its activities only to the IP searching services. It is thus recommended to the Inventor(s)/Owning Party/Discloser to seek legal advice before acting upon our written opinion given with the search report. For legal preparation and prosecution of applications or the like documents with the Patent, Trade Mark, and Design Office, the Inventor(s)/Owning Party/Discloser is highly advised to appoint a Patent Attorney to act in a representative capacity before the IP Authority.

THIS AGREEMENT was completed today :

BY:





(OF THE FIRST PART, hereinafter called the "Discloser"/"Owning Party")

TO BE PRINTED AND SENT TO:





(OF THE SECOND PART, hereinafter called the "Disclosee"/"Receiving Party")

WHEREAS:

  1. (A.)Discloser has all right, title and interest to certain Confidential Information (as hereinafter defined)

  2. (B.)Discloser has requested that the Disclosee do certain work for Discloser concerning the Confidential Information (as hereinafter defined) on the basis that the Disclosee be subject to non-disclosure restrictions on the terms and conditions as hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the affixed Postage Stamp of value, which is now assigned to the Disclosee by Discloser, the parties do hereto covenant and agree as follows:

  1. In this Agreement, "Confidential Information" means all information provided by Discloser or anyone else on behalf of Discloser to the Disclosee with respect to the ideas and inventions of Discloser described in the attached Services Order Form, and () pages of text and () pages of drawings hereto.

  2. The Disclosee agrees to receive the Confidential Information on the following terms and conditions and agrees:

    1. that the Disclosee will receive and maintain the Confidential information in confidence;

    2. that the Disclosee will examine the Confidential Information at the expense of the Disclosee;

    3. that the Disclosee will not reproduce the Confidential Information or any part thereof without the express written consent of Discloser;

    4. that the Disclosee will not in any manner, directly or indirectly, make known, divulge, publish or communicate the Confidential Information or any part thereof to any person, firm or corporation without the express written consent of Discloser nor will the Disclosee allow or permit any person or persons to have access to or to inspect the Confidential Information;

    5. that the Disclosee will not use or utilise the Confidential Information without the express written consent of Discloser and only for those purposes authorised in writing by Discloser;

    6. that the Disclosee will not use the Confidential Information or any part thereof as a basis for the design or creation of any method, system, apparatus or device similar to any method, system, apparatus or device embodied in the Confidential Information except as authorised in writing by Discloser;

    7. that the Disclosee will not, nor will the Disclosee allow any third party, nor will the Disclosee enter into any agreement with any third party, to use, utilise, sell or trade the Confidential Information, or any part thereof or any similar Confidential Information;

    8. that the Disclosee will use the best efforts of the Disclosee to protect and safeguard the Confidential Information from loss, theft, destruction or the like and assure that any persons authorised in writing by Discloser to receive the Confidential Information from the Disclosee will be bound, in writing, by the stipulations herein.

  3. Paragraph 2 will not apply to the following Confidential Information:

    1. technical information which at the time of disclosure is in the public domain;

    2. technical information which, after disclosure, is published or otherwise becomes part of the public domain through no fault of the Disclosee (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain);

    3. technical information which was in the possession of the Disclosee at the time of disclosure and was not acquired, directly or indirectly, from Discloser or any one on behalf of Discloser;

    4. technical information which the Disclosee received after the time of disclosure from a third party who did not require the Disclosee to hold the same in confidence and who did not acquire such technical information, directly or indirectly, from Discloser or any one on behalf of Discloser.

  4. This Agreement imposes no obligation to Disclosee with respect to any portion of the Information received from Discloser which (a) was known to Disclosee prior to disclosure by Discloser, (b) is lawfully obtained by Disclosee from a third party under no obligation of confidentiality, [c] is or becomes generally known or publicly available other than by unauthorised disclosure, (d) is independently developed by Disclosee or (e) is disclosed by Discloser to a third party without a duty of confidentiality on the third party.

  5. The Disclosee agrees, forthwith upon oral or written demand by Discloser to return to Discloser any Confidential Information in the possession of the Disclosee.

  6. The Disclosee acknowledges and agrees that the Confidential Information constitutes a valuable proprietary property of Discloser and that Discloser will suffer irreparable harm if unauthorised parties gain access to the Confidential Information. The Disclosee agrees that if any Confidential Information is disclosed or used in violation of this Agreement, then Discloser will have, in addition to any other remedies available to Discloser the right to injunctive relief (including interlocutory injunctive relief) enjoining such action and the Disclosee agrees that other remedies are inadequate to fully protect Discloser rights.

  7. No failure or delay on the part of Discloser in exercising any right, power or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right, power or remedy include any other further exercise thereof or the exercise of any other right, power or remedy.

  8. This Agreement and the application or interpretation hereof will be governed exclusively by its terms and by the Australian laws and the Disclosee irrevocably attorns to the jurisdiction of the Courts of Australia.

  9. Discloser will be at liberty to make known, divulge or communicate or sell the Confidential Information to any other person, firm or corporation.

  10. The rights and obligations of the parties under this Agreement may not be sold, assigned or otherwise transferred.

  11. This Agreement expires in term of years from the date of signature.

  12. Any Schedule to this Agreement is incorporated herein by reference.

  13. This Agreement is binding upon Disclosee and Discloser and upon the directors, officers, employees and agents of each.

  14. If any arbitration, litigation or other legal proceeding relating to this Agreement occurs, the prevailing party shall be entitled to recover from the other party (in addition to any other relief awarded or granted) its reasonable costs and expenses, including attorney fees, incurred in the proceeding.

  15. This form-Confidentiality Agreement once is completed and signed by either party hereto, it cannot be submitted on-line, fax or UNCERTIFIED/UNREGISTERED mail.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written:

SIGNED, SEALED AND DELIVERED BY:


(Discloser)
Date:

(Disclosee)
Date:

in the presence of:

Name:
Occupation:
Address:

 





 

Name:
Occupation:
Address:

 





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