Non-Disclosure & Confidentiality Agreement
This Non-Disclosure and Confidentiality Agreement (the “Agreement”) is made between The Libran Dragon Pty Limited (“OSS Auatralia”) of 370 St Kilda Rd Melbourne VIC 3004 and the contractor.
Speed Food has requested and the Contractor agrees that the Contractor will keep safe any confidential information and data that may be uncovered or revealed between Speed Food and the Contractor (the “Parties”). Therefore the following is agreed:
1.1. “Confidential Information” means any information or material which is proprietary to Speed Food disclosed to the Contractor, which is not generally known other than by Speed Food. It includes but not limited to: (a) materials, designs, models, data, diagrams, documentation, grants proposals, business plans, methods, and practices, techniques, and technical or other “know how”; (b) any customer information, personal restaurant information, suppliers, pricing lists, business, patent applications, computer programs, marketing and other strategies and plans and details regarding Speed Food and its business. All information and details communicated shall be regarded as Confidential Information during the course of this Speed Food and Contractor relationship regardless of whether revealed visually, electronically or in writing.
2.1. The Contractor agrees that: (a) Confidential Information may be disclosed between the two Parties with confidentiality given that either Party establishes the information as proprietary and confidential through marking if the materials are in writing or with notification via electronic communication, in writing, or orally if Confidential Information is disclosed orally or is unmarked. (b) it will hold in security and privacy of Speed Food’s Confidential Information and will not publish, transfer, copy, reproduce, disseminate or disclose to others, directly or indirectly, as Confidential Information or anything in relation to such information without the prior written notice and consent of Speed Food; (c) upon the termination of the Contractor Agreement, or at any other period by request of Speed Food, to return immediately all or any part of the Confidential Information and all copies thereof as required by Speed Food.
3.1. The Contractor shall affirm to any petition from Speed Food to immediately return or destroy all copies of its Confidential Information disclosed under this Agreement and all notes in relation to such Confidential Information. The Parties agree that the disclosing Party will suffer irrevocable injury if its Confidential Information is made public, attained by a third party, or otherwise displays breach of this Agreement. The disclosing Party shall be made eligible to acquire injunction against a threatened breach or prolongation of any such breach and, in the occurrence of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.
4.1. Notwithstanding the above, the Parties agree that information shall not be considered Confidential Information and the Contractor shall not be obliged to hold in confidence information where information: (a) is already known to the Contractor; or (b) Becomes or is publicly known through no wrongful act of the Contractor, its employees, officers, directors, agents; or (c) Is independently in development by the Contractor with no mention to any Confidential Information; or (d) Has been proven for release (and only to the extent so approved) by the disclosing Party; or (e) Is required by a court of law or governmental agency or by any other operation of law.
- Nothing within this Agreement will be interpreted as the Parties forming a partnership, joint venture, an agency or any other similar relationship.
- Unless prior approval is granted, neither Party is permitted to announce publicly or otherwise reveal the existence and contents of this Agreement.
- This Agreement contains the entire agreement between the Parties and does not in absolute create any obligation for either Party to share information to the other Party or to join into any other agreement.
- This Agreement shall be bound for terms and conditions of this agreement and any updates hereafter available at https://speedfood.com.au a period of five (5) years from the date below unless otherwise terminated by either Party with prior written notice to the other of its wish to terminate this Agreement. The necessity to safeguard the Confidential Information given under this Agreement will remain in effect after the termination or expiry of this Agreement.