Background:
The Discloser wishes to hold discussions with the Recipient and share confidential information solely for the permitted purpose of participating in an innovative digital real estate agency. The Recipient agrees to keep all disclosed information confidential and discuss issues relating to the permitted purpose with the Discloser.
Definitions:
- Confidential Information: Any information that is confidential by nature, designated as confidential by the Discloser, or which the Recipient knows or ought to know is confidential. It includes all information related to the Permitted Purpose whether documented or provided orally but excludes public knowledge, pre-owned information, legally required disclosures, or independently developed information.
- Permitted Purpose: To participate in an innovative digital real estate agency.
- Jurisdiction: Queensland.
Confidentiality Obligations:
- Confidentiality: The Recipient acknowledges the sensitive nature of the confidential information and agrees to keep it confidential, not disclosing it to any third party.
- Use of Confidential Information: The Recipient will only use the confidential information for the permitted purpose and not exploit it for personal or third-party benefit without written consent.
- Protection of Confidential Information: The Recipient must take all necessary precautions to prevent unauthorised use or disclosure of the confidential information.
- Authorised Recipients: The Recipient may disclose confidential information to directors, officers, agents, employees, advisers, and financiers on a need-to-know basis, ensuring they are bound by similar confidentiality obligations.
Return of Confidential Information:
Upon request by the Discloser, the Recipient must promptly return or destroy all confidential information and certify the destruction in writing.
Intellectual Property Rights:
No transfer or license of intellectual property rights is granted to the Recipient or any third party.
Acknowledgements:
The Recipient acknowledges that breach of confidentiality obligations may cause irreparable damage to the Discloser. The Discloser may seek an injunction without proving actual loss or damages.
Duration of Obligations:
Confidentiality obligations continue indefinitely.
Notices:
Any notice required must be in writing, in English, and delivered to the recipient in person, by courier, post, facsimile, or email.
Termination:
If the Recipient breaches this Agreement, the Discloser may terminate it by providing written notice. Upon termination, the Recipient must destroy or return all confidential information, and certain rights and acknowledgments survive termination.
General Conditions:
- The Agreement applies to all confidential information provided before or after the agreement date.
- Provisions intended to operate after the agreement will remain in effect.
- The Agreement does not exclude any legal protections of confidential information.
- Rights can only be waived in writing.
- Modifications to the Agreement must be documented and signed by both parties.
- The Agreement contains the entire understanding between the Parties and supersedes prior agreements.
- The Agreement is governed by Queensland law.
