Non-Disclosure Agreement (NDA)
MUTUAL NON-DISCLOSURE AGREEMENT
BETWEEN:
[CLIENT LEGAL NAME] (ABN/ACN: [CLIENT ABN/ACN])
of [CLIENT ADDRESS]
("Client")
AND:
Panther & Cub Pty Ltd (ABN: [YOUR ABN])
of Sydney, NSW, Australia
("Panther & Cub")
DATED: [DATE]
1. PURPOSE
The parties wish to explore a potential business relationship and, in connection with this exploration, may disclose certain confidential and proprietary information to each other. This Agreement sets forth the terms and conditions under which such confidential information will be disclosed and protected.
2. CONFIDENTIAL INFORMATION
2.1 Definition
"Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, electronically, or by any other means, that:
- Is marked as "Confidential," "Proprietary," or with a similar designation
- Is identified as confidential at the time of disclosure
- Would reasonably be considered confidential given its nature and the circumstances of disclosure
This includes but is not limited to:
- Business strategies, plans, and forecasts
- Financial information and pricing
- Customer and supplier lists and data
- Technical information, processes, and methodologies
- Marketing plans and strategies
- Product designs and specifications
- Source code, algorithms, and technical documentation
- Trade secrets and proprietary information
2.2 Exclusions
Confidential Information does not include information that:
a) Is or becomes publicly available through no breach of this Agreement by the Receiving Party
b) Was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party
c) Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation
d) Is independently developed by the Receiving Party without use of or reference to the Confidential Information
e) Is required to be disclosed by law, regulation, or court order (provided the Receiving Party gives prompt notice to the Disclosing Party to enable them to seek protective measures)
3. OBLIGATIONS
3.1 Non-Disclosure
The Receiving Party agrees to:
a) Hold all Confidential Information in strict confidence
b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party
c) Use the Confidential Information solely for the purpose of evaluating and pursuing the potential business relationship between the parties
d) Protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no case less than reasonable care
3.2 Limited Disclosure
The Receiving Party may disclose Confidential Information only to:
a) Its employees, contractors, and advisors who have a legitimate need to know
b) Such persons who have been informed of the confidential nature of the information and are bound by confidentiality obligations at least as restrictive as those in this Agreement
The Receiving Party remains responsible for any breach of this Agreement by such persons.
3.3 No Copying
The Receiving Party shall not copy, reproduce, or reverse engineer any Confidential Information without the prior written consent of the Disclosing Party, except as necessary for the purpose stated in Section 3.1(c).
4. RETURN OF MATERIALS
Upon request by the Disclosing Party or termination of discussions between the parties, the Receiving Party shall promptly:
a) Return all Confidential Information in tangible form (including copies)
b) Permanently delete all electronic copies of Confidential Information
c) Certify in writing that it has complied with these requirements
The Receiving Party may retain Confidential Information to the extent required by law or professional practice, provided such retained information remains subject to the confidentiality obligations of this Agreement.
5. NO LICENSE OR OBLIGATION
5.1 No License
Nothing in this Agreement grants the Receiving Party any license, right, or interest in the Confidential Information or any intellectual property rights therein, except for the limited right to use the Confidential Information for the purpose stated in Section 3.1(c).
5.2 No Obligation
This Agreement does not obligate either party to:
a) Disclose any particular Confidential Information
b) Enter into any business relationship or agreement
c) Continue discussions or negotiations
Each party is free to pursue similar business opportunities with third parties without restriction.
6. TERM
This Agreement commences on the date first written above and continues for a period of two (2) years from the date of execution.
The obligations of confidentiality shall survive termination of this Agreement and continue for a period of two (2) years following the date of disclosure of any Confidential Information.
7. REMEDIES
7.1 Equitable Relief
The parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either party may seek injunctive or other equitable relief to prevent or restrain any breach or threatened breach of this Agreement.
7.2 Other Remedies
The right to seek equitable relief is in addition to, and not in lieu of, any other remedies available at law or in equity.
8. GENERAL PROVISIONS
8.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.
8.2 Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior negotiations, understandings, and agreements relating to the subject matter.
8.3 Amendment
This Agreement may only be amended by written agreement signed by both parties.
8.4 Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought. No waiver of any breach shall constitute a waiver of any other breach.
8.5 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.6 Assignment
Neither party may assign this Agreement without the prior written consent of the other party.
8.7 Notices
All notices under this Agreement must be in writing and delivered by email or registered post to the addresses set out above or as otherwise notified by either party.
EXECUTION
CLIENT
Signed: ______________________________
Name: [CLIENT SIGNATORY NAME]
Title: [CLIENT SIGNATORY TITLE]
Date: ____/____/____
PANTHER & CUB PTY LTD
Signed: ______________________________
Name: [YOUR NAME]
Title: [YOUR TITLE]
Date: ____/____/____