This Agreement is made on ____02/07/2018__between the following parties:
iSystemize Pty Ltd Trading as TRADIEMATEPRO (“Tradiematepro TM”)
and The Signee (“Recipient”).
- The Recipient is an idividual or organisation having dealings with or seeking to have dealings with TRADIEMATEPRO.
- TRADIEMATEPRO has agreed to disclose Confidential Information to the Recipient so that the parties can consider whether the Recipient and TRADIEMATEPRO may possibly enter into an agreement whereby the Recipient may deal or continue dealing with TRADIEMATEPRO.
- The Recipient agrees that the Confidential Information provided or to be provided will not be used or disclosed except as for use provided in this Agreement.
THE PARTIES AGREE:
- DEFINITIONS AND INTERPRETATION
In this Agreement:
TRADIEMATEPRO means iSystemize Pty Ltd Trading as TRADIEMATEPRO and its Related Companies, brands and businesses from time to time;
Confidential Information means any information:
- regarding the business or affairs of TRADIEMATEPRO;
- regarding the intellectual property, methods and technology of TRADIEMATEPRO;
(b) regarding the customers, employees or contractors of, or other persons doing business with, TRADIEMATEPRO;
(c) regarding the terms of this Agreement, or the commercial arrangements between the parties;
(d) which is by its nature confidential or which is designated as confidential by TRADIEMATEPRO;
(e) which the Recipient knows, or ought to know, is confidential; or
(f) in the case of TRADIEMATEPRO, account information, customer information, transaction information of any kind and any other information processed, stored or transmitted by the TRADIEMATEPRO in connection with its operations.
Law means any Australian law.
(a) Headings are for convenience only and do not affect interpretation.
(b) In this Agreement, unless the context otherwise requires:
(i) words importing the singular include the plural and vice versa;
(ii) a reference to any thing (including any right) includes a part of that thing but nothing in this clause 1.2(b)(ii) implies that performance of part of an obligation constitutes performance of the obligation;
(iii) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency; and
(iv) a reference to a person includes that person’s successors and legal personal representatives.
- DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
2.1 In consideration of the disclosing party disclosing Confidential Information to the Recipient, the Recipient agrees:
(a) to use the Confidential Information solely as permitted by clause 2.2;
(b) to keep confidential the Confidential Information (subject to disclosure permitted under clause 2.3); and
(c) otherwise to comply with the terms of this Agreement.
2.2 The Recipient may use the Confidential Information solely for the purpose of understanding TRADIEMATEPRO’s requirements to consider whether the Recipient may provide goods and services to TRADIEMATEPRO (Permitted Purpose).
2.3 The Recipient may disclose the Confidential Information:
(a) required to be disclosed by applicable Law or the rules of any stock exchange on which the Recipient’s securities are listed, as long as the Recipient:
(i) discloses only the minimum amount of Confidential Information required to satisfy the Law or rules; and
(ii) before disclosing any Confidential Information, gives a reasonable amount of notice to TRADIEMATEPRO and takes all reasonable steps (whether required by TRADIEMATEPRO or not) to maintain that Confidential Information in confidence; and
(b) to officers and employees of THE RECIPIENT who:
(i) have a need to know (and only to the extent that each has a need to know) for the Permitted Purpose; and
(ii) have been directed and have agreed to keep confidential the Confidential Information on terms not inconsistent with this Agreement.
2.4 The Recipient must:
(a) ensure, at all times, that each officer and employee to whom the Confidential Information has been disclosed under clause 2.3 keeps that information confidential;
(b) notify TRADIEMATEPRO immediately if it becomes aware of a suspected or actual breach of clause 2.4(a); and
(c) immediately take all steps to prevent or stop, and comply with any direction issued by TRADIEMATEPRO from time to time regarding, a suspected or actual breach.
- EXCEPTIONS TO CONFIDENTIALITY OBLIGATIONS
The obligations of confidence in this Agreement do not apply to Confidential Information that is:
(a) in the public domain otherwise than as a result of a breach of this Agreement or another obligation of confidence;
(b) independently developed by the Recipient; or
(c) already known by the Recipient independently of its interaction with TRADIEMATEPRO and free of any obligation of confidence.
- SECURITY AND CONTROL
4.1 The Recipient will:
(a) keep the Confidential Information under its control; and
(b) immediately notify TRADIEMATEPRO of any suspected or actual unauthorised use, copying or disclosure of the Confidential Information.
4.2 The Recipient will provide assistance, reasonably requested by TRADIEMATEPRO in relation to any proceedings that TRADIEMATEPRO may take against any person for unauthorised use, copying or disclosure of the Confidential Information.
5.1 The Recipient acknowledges that it is aware that any breach of this Agreement may result in damage to TRADIEMATEPRO and that TRADIEMATEPRO is entitled to enforce its rights by specific performance or injunction proceedings as monetary damages may not be sufficient relief.
- RETURN OF CONFIDENTIAL INFORMATION
The Recipient must immediately on request from TRADIEMATEPRO:
(a) return to TRADIEMATEPRO;
(b) destroy and certify in writing to TRADIEMATEPRO the destruction of; or
(c) destroy and permit an employee of TRADIEMATEPRO to witness the destruction of;
all the Confidential Information in the Recipient’s possession or control other than one copy of any notes and other records that the Recipient is required by Law to retain.
- GOVERNING LAW AND JURISDICTION
7.1 This Agreement is governed by the laws of Australia
7.2 The Recipient irrevocably submits to the exclusive jurisdiction of the courts of Australia.
8.1 Waiver of any right, power, authority, discretion or remedy arising on default under this Agreement must be in writing and signed by the party granting the waiver.
8.2 A failure or delay in exercise, or partial exercise, of a right, power, authority, discretion or remedy created or arising on default under this Agreement does not result in a waiver of that right, power, authority, discretion or remedy.
Any variation of this Agreement must be in writing and signed by the parties.
- ENTIRE AGREEMENT
This Agreement is the entire agreement between the parties in respect of its subject matter.
EXECUTED AS AN AGREEMENT