MOTORCYCLING VICTORIA PTY LTD (ACN004255494) of 260 Strath Creek Road, Broadford, Victoria, 3658. (Here on known as MV

RECITALS

A.      The volunteer/member is a member/volunteer of Motorcycling Victoria.

B.      The Staff member being part-time/full-time/casual/contractor of Motorcycling Victoria

C.      In the course of the discharge of the Staff member/Volunteer Member/volunteer duties, the Member/volunteer creates or has access to confidential information about the governance ad affairs of MV and also its member/volunteer.

D.      The Parties desire to formally acknowledge Staff member /Member/volunteer duties to keep such information confidential.

AGREEMENT.

1.       DEFINITIONS

1.1   In this deed unless the contrary intention appears:

CONFIDENTIAL INFORMATION means all the information relating to or in any way connected with MV including, without Limitation, facts, matters, documents or files about the proceedings of MV. The legal and financial affairs of MV and information about staff member/ member/volunteer of MV.

1.       CONFIDENTIALITY

(a)    The staff member/member/volunteer agrees not to use the Confidential Information other than for the discharge of the staff/member/volunteer duties as a staff member/member/volunteer/representative of MV.

(b)    The Staff Member/member/volunteer agrees to treat the Confidential Information in strict confidence and not to disclose the Confidential Information or cause or permit it to be disclosed except as expressly permitted by the terms of this deed.

(c)     The Staff Member/member/volunteer may not sell, transfer, assign, license, lend, part with possession or permit anyone else to use any part of the Confidential Information other than as expressly set out in this deed.

2.2  EXCEPTIONS

(a) The obligations of confidentiality set out in clause 2.1 will cease to apply to:

(i)   Confidential Information which the board of MV authorizes to be disclosed, but only to the extent that it has been authorized for disclosure;

(ii)   Confidential Information which comes into the public domain other than as a result of a breach of the obligations set out in this deed;

(iii)   Confidential Information in respect of which disclosure is required by law;

(iv)    Confidential Information which must be disclosed for the purpose of court or other judicial or quasi-judicial tribunal or to an administrative or other government body provided that :

(A)    Such disclosure is no more necessary to avoid the imposition of a penalty for failing or refusing to disclose the Confidential Information;

(B)    The Confidential Information is disclosed in such a way as to limit as far as possible the dissemination of the Confidential Information; and

(C)    Staff Member/member/volunteer provides to MV sufficient notice to enable MV to seek whatever orders or other remedies it considers appropriate to prevent disclosure of the Confidential Information.

2.3 RETURN OF CONFIDENTIAL INFORMATION

Staff Member/member/volunteer agrees on demand to MV to:

(a)    Deliver to MV all documents and other material and copies of documents and materials in any medium in the possession, power and control of the staff member/member/volunteer which contains or refers to any Confidential Information; and

(b)    Destroy and procure the destruction of all other documents and material in any medium in the possession, power or control staff member/member/volunteer which contains or refers to any Confidential Information

2.4 INJUNCTIVE RELIEF

(a)    Staff member/Member/volunteer acknowledges that damages are not a sufficient remedy for any breach of this agreement. MV is entitled to specific performance or injunctive relieve (as appropriate) as a remedy for any breach or threatened breach by a staff member/Member/volunteer, in addition to any other remedies available at law or in equity.

(b) Staff member/Member/volunteer acknowledges that:

(i)  The Confidential Information is of a special, confidential and unique nature such that an award of damages or an account of profits would not adequately compensate the MV for its unauthorized disclosure or use;

(ii) MV has the right to obtain a court injunction in member/volunteer absence to prohibit and restrain staff member/member/volunteer from any violation of any provision of this deed and to produce this deed as staff member/member/volunteer irrevocable consent to such right; and

(iii)  As a staff member/member/volunteer of MV, staff member/member/volunteer is also bound by all applicable MV policies as amended from time to time, including but not limited to MV’s staff member/Member/volunteer Protection Policy and Codes of Conduct.

1.       TERM

The parties are bound by this deed from the date of execution of the deed until released in writing by mutual agreement.

 

2.       MISCELLANEOUS

2.1   NOTICES

A party giving notice or notifying under this deed must do so in writing:

(a)    Directed to the recipient’s address as specific in this deed (or any subsequent address as varied by any notice); or

(b)    Hand delivered to that address

2.2   WAIVER

A waiver by a party of any breach or a failure to enforce or to insist upon the observance of a condition of this deed will not be a waiver of any other or of any subsequent breach.

2.3   SEVERANCE

If any part of this deed is invalid, unenforceable, illegal, void or voidable for any reason, this deed will be construed and be binding on the parties as if the invalid, unenforceable, illegal void or voidable part had been deleted from this deed or read down to the extent necessary to overcome the difficulty.

2.4   CONTINUINING OBLIGATIONS

The expiration or termination of this deed does not operate to terminate any of the continuing obligations under this deed and they will remain in full force and effect and binding on the party concerned.

2.5   VARIATION

No variation of this agreement will be binding on the parties unless in writing and signed by all parties.

2.6   NO LIMITATION OF DUTIES

This deed does not limit any other legal duties of member/volunteer of MV

2.7   APPLICABLE LAW

This deed is governed by and construed in accordance with the law of the State of Victoria and the parties irrevocably submit to the jurisdiction of the courts of that State.

 

EXECUTED by MOTORCYCLING VICTORIA PTY LTD) ) By being signed by:

SIGNED SEALED AND DELIVERED by