Confidentiality Agreement

BACKGROUND:

1. The parties wish to have discussions in relation to the Project. In the course of these discussions there will be disclosure of Confidential Information.
2. The Confidential Information has an unique value to the Discloser, and may be the basis of applications for patents.
3. The Discloser will be prejudiced by any unauthorised use or disclosure of the Confidential Information, may be precluded from being granted patents, and may suffer financial loss as a result of unauthorised disclosure or unauthorised use of the Confidential Information.

1. THIS AGREEMENT PROVIDES MEANINGS

   1. In this Agreement, the following words have the following meanings:

      Confidential Information means all information relating to the Project including inventions; discoveries; facts; data; ideas; manner, method or process of manufacture; method or principle of construction; chemical composition or formulation; techniques; products; prototypes; processes; names; know how; routines; specifications; drawings; trade secrets; technology methods; computer programs; works in respect to which copyright subsists; and other knowledge.

      The Confidential Information also specifically includes [3]

      The Confidential Information also includes information which the Recipient or an employee or other person connected with the Recipient becomes aware of by observation, deduction, reasoning, inspection, and overhearing.

      Discloser means a party to this Agreement who discloses Confidential Information to another party

      Project means Drawings and Plans

      Purpose means To evaluate these drawings and plans Recipient means a party to this Agreement to whom Confidential Information is disclosed.

2. DISCLOSURE OF CONFIDENTIAL INFORMATION

   1. The Discloser will disclose the Confidential Information to the Recipient as soon as practicable after the date of this Agreement.
   2. The Discloser will disclose to the Recipient only so much of the Confidential Information as the Discloser decides.

3. USE OF CONFIDENTIAL INFORMATION

   1. The Recipient must use the Confidential Information only for the Purpose, and must not use the Confidential Information for any other purpose.
   2. The Recipient must not lodge any patent application or any other application for the statutory protection of the Confidential Information, without the prior written consent of the Discloser.

4. DISCLOSURE BY RECIPIENT TO EMPLOYEES AND DIRECTORS

   1. The Recipient must not disclose Confidential Information to any director, officer, or employee until:

      the Recipient has notified the Discloser the name of the person to whom disclosure is proposed;

      the Discloser has consented in writing to the disclosure of the Confidential Information to that person; and
      if the Discloser shall require, that person has signed a Confidentiality Agreement with the Discloser upon the same terms as are set out in this Agreement.

5. CONFIDENTIALITY

   1. The Recipient must keep the Confidential Information secret and confidential.
   2. The Recipient must not disclose to any person or make known in any manner any part of the Confidential Information.
   3. The Recipient must keep the Confidential Information in a secure place so as to ensure that unauthorised persons do not have access to the Confidential Information.
   4. The Recipient acknowledges that damages may be an inadequate remedy to the Discloser in the event of any breach of this Agreement occurring, and that only an injunction might be adequate to properly protect the interests of the Discloser.