Recitals

1. The parties wish to exchange information for the Approved Purpose.
2. Each party has agreed to disclose or otherwise make available certain information to the other party, and the other party has agreed to receive such information, on the terms and conditions set out in this Agreement.

Approved Purpose

To identify potential opportunities for the parties to engage in business collaboration and assess the commercial and operational feasibility of such opportunities.

Confidential Information

All information (regardless of its form) disclosed or otherwise made available by the Discloser or the Discloser’s Representatives to the Recipient or the Recipient’s Representatives (whether before, on or after the date of this Agreement), for or in connection with the Approved Purpose, including:

1. the parties’ (or its Related Entity) know how and technical information relating to formulation and process innovation;
2. the parties’ market data analysis;
3. the parties’ information relating to products or services, or proposed products or services, including but not limited to strategic and marketing plans;
4. product or service pricing and any other commercial terms supplied by the parties;
5. compilations, databases, spreadsheets, source and object codes, flow charts and logic diagrams, data concepts, technology manufacturing processes and industrial marketing and commercial knowledge whether or not in printed form; and
6. anything else which is marked “confidential” or which is otherwise indicated (whether orally or in writing) to be subject to an obligation of confidence,

but excludes information which:

1. is in or becomes part of the public domain otherwise than through a breach of this Agreement or an obligation of confidentiality;
2. the Recipient can prove by written documentation was already known to that Recipient at the time of disclosure by the Discloser or any of the Discloser’s Representatives (unless such knowledge arose from disclosure of information in breach of confidence); or
3. the Recipient acquired from a third party entitled to disclose it.

Obligations of confidence

In consideration of the Discloser disclosing the Discloser’s Confidential Information to the Recipient, the Recipient must hold the Discloser’s Confidential Information in strict confidence and not use or reproduce any of the Discloser’s Confidential Information for any purpose other than for the Approved Purpose.

Without limiting clause 1, the Recipient must not disclose any of the Discloser’s Confidential Information to any person without the Discloser’s prior written consent, except:

1. to the Recipient’s Representatives who require access to the Discloser’s Confidential Information in connection with the Approved Purpose; or
2. to the extent required by any law, court order, an order of a government agency or the rules of any stock exchange, provided that prior to such disclosure the Recipient provides the Discloser with sufficient notice to enable the Discloser to seek a protective order or other remedy.

Before disclosing any of the Discloser’s Confidential Information to any of the Recipient’s Representatives, the Recipient must inform the Discloser in writing of the name and title of those Representatives who will be given access to the Discloser’s Confidential Information and ensure that each of those Representatives is made fully aware of the confidential nature of all of the Discloser’s Confidential Information.

On request from the Discloser, the Recipient must arrange for each of the Recipient’s Representatives who will be given access to the Discloser’s Confidential Information to sign a confidentiality undertaking in favour of the Discloser in the form as may be prescribed by the Discloser from time to time and deliver each of the signed confidentiality undertakings to the Discloser.

Neither party may make press or other announcements or releases relating to this Agreement or the Approved Purpose without the prior written approval of the other party unless and to the extent that the announcement or release is required by law, court order, a government agency or the rules of any stock exchange.

Security and Compliance

The Recipient must establish and maintain effective security measures to safeguard the Discloser’s Confidential Information from unauthorised access, use, copying or disclosure and use the same degree of care that a prudent person would use to protect that person’s confidential information.

The Recipient must immediately notify the Discloser of any potential, suspected or actual breach of the Recipient’s undertakings contained in this Agreement (including any unauthorised use, copying or disclosure of the Discloser’s Confidential Information), and provide, at the Recipient’s expense, such assistance as may be reasonably required by the Discloser in relation to any steps or proceedings the Discloser may take as a result.

The Recipient must procure that none of the Recipient’s Representatives (whether or not still employed or engaged by the Recipient) does any act or omits to do anything which, if done by the Recipient, would constitute a breach of the undertakings contained in this Agreement.

Return of Discloser’s Confidential Information

The Recipient must, at the Recipient’s expense, deliver to the Discloser or the Discloser’s nominee (or destroy or delete) all documents and other materials in any medium in the possession, power or control of the Recipient or any of the Recipient’s Representatives and which contain or refer to any of the Discloser’s Confidential Information (whether or not those documents and other materials were created by the Discloser or the Discloser’s Representatives) within a reasonable time after the earlier of:

1. written request by the Discloser; or
2. the time the documents and other materials are no longer required for the Approved Purpose.

Reliance

The Recipient acknowledges and agrees that the Discloser has not made and does not make any representations or warranties, express or implied, as to the accuracy, content, legality or completeness of the Discloser’s Confidential Information or that the Discloser’s Confidential Information does not infringe the Intellectual Property Rights or other rights of any person.

The Recipient acknowledges and agrees that this Agreement does not grant the Recipient or the Recipient’s Representatives any licence or other right in relation to the Discloser’s Confidential Information except as expressly provided in this Agreement.

Liability

The Recipient acknowledges and agrees that damages may be an insufficient
remedy for any actual or threatened breach of this Agreement by the Recipient or any of the Recipient’s Representatives, and, without prejudice to any other rights and remedies otherwise available to the Discloser, the Recipient agrees to the granting of injunctive relief in favour of the Discloser without proof of actual damage.

The Recipient indemnifies the Discloser and the Discloser’s Representatives (each an “indemnified party”) against all loss, damage, costs and expenses suffered or incurred by an indemnified party as a result of:

1. any breach by the Recipient of this Agreement; or
2. any act or omission by any of the Recipient’s Representatives which, if done or omitted to be done by the Recipient, would constitute a material failure to comply with Recipient’s obligations under this Agreement.

General

This Agreement is governed by the law in force in the State of Victoria. Each party submits to the non-exclusive jurisdiction of the courts of that State.

The obligations of confidence in this Agreement will continue in full force and effect in respect of the Discloser’s Confidential Information notwithstanding the return or destruction of the Discloser’s Confidential Information or the finalisation, termination or suspension of the Approved Purpose.

For the purposes of this Agreement, these terms have the following meanings unless the contrary intention appears:

1. Approved Purpose means the purpose described as Approved Purpose in the Details section of this Agreement.
2. Confidential Information means the information described in the Details section of this Agreement.
3. Discloser means the party disclosing or otherwise making available its Confidential Information under this Agreement.
4. Intellectual Property Rights means all current and future registered and unregistered rights in respect of copyright (including moral rights), designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property.
5. Recipient means the party receiving any Confidential Information under this Agreement.
6. Representative of a party includes an employee, agent, auditor, adviser, partner, consultant, joint venturer, contractor or sub-contractor or Related Entity of that party.
7. Related Entity has the meaning it has in the Corporations Act 2001 (Cth).

Entourage Travel Group Details:

Name	Entourage Travel Group Pty Ltd
ABN	14 603 141 591
Address for Notices	210 Canterbury Road, Canterbury, Victoria 3126
Contact Person	Andrew Buerckner
Email	abuerckner@entourage.travel
Telephone	0433 356 601

Name:

Andrew Buerckner

Position / Title:

Director

For and on behalf of Entourage Travel Group Pty Ltd by its authorised representative