NON-DISCLOSURE AGREEMENT
THIS AGREEMENT dated 3/ day of August 2022
BETWEEN Party 1 of Cross Care Enterprise PTY LTD (Donor)
AND Party 2 of APPLICANT ON FORM (Recipient)
WHEREAS:
A. The donor owns the confidential information as defined in this agreement.
B. The donor is prepared to undertake discussions with the recipient and to make available to the recipient information regarding the undertaking described in the schedule. The donor does so upon the recipient’s express undertaking that they will retain in confidence all information the recipient may gain or the donor may disclose to them in this regard in accordance with the provisions of this agreement.
NOW THE RECIPIENT AGREES:
1. Interpretation
This agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that State.
In the interpretation of this agreement:
(a) References to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;
(b) Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, words denoting one gender include all genders and references to documents or agreements also mean those documents or agreements as changed, novated or replaced;
(c) Grammatical forms of defined words or phrases have corresponding meanings;
(d) Parties must perform their obligations on the dates and times fixed by reference to the capital city of New South Wales;
(e) Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;
(f) If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;
(g) References to a party are intended to bind their heirs, executors, administrators, successors and assigns; and
(h) Obligations under this agreement affecting more than one party bind them jointly and each of them severally.
2. Obligations of recipient of confidential information
In consideration of the donor providing the recipient with access to confidential information the recipient agrees to:
(a) Treat the confidential information as subject to a duty of confidence and to only use it for the purpose of the undertaking described in the schedule;
(b) Only disclose the confidential information on a need to know basis to the officers, employees and professional advisers of the recipient or as are listed in the schedule;
(c) Advise each person to whom the confidential information is permissibly disclosed under this agreement that the recipient is subject to a duty of confidence and that the confidential information is not to be used for any purpose other than for the undertaking described in the schedule;
(d) Take at the recipient’s expense all reasonable steps to comply with the recipient’s obligations under this agreement;
(e) Take at the recipient’s expense all reasonable steps necessary to enforce the recipient’s duty of confidence against any person to whom the confidential information has been permissibly disclosed by the recipient and who is in breach of that duty; and
(f) On request provide the donor with a list of recipients and details of any action taken against them.
3. Ownership, safe keeping and return of confidential information
(a) All confidential material including copies remain the absolute property of the donor.
(b) All confidential material including copies must be securely stored by the recipient.
(c) Upon written demand the recipient will immediately return to the donor all confidential information and any copies and will cause all other recipients of the confidential information to do likewise.
4. Indemnity
The recipient indemnifies the donor against any loss, damage, cost or expense incurred by the donor directly or indirectly, as a result of a breach by the recipient, or other person or corporation receiving the confidential information from the recipient, of any of the terms of this agreement.
5. No assignment
The rights and obligations under this agreement cannot be assigned by the recipient.
SCHEDULE
· Cross Care intellectual property
· Cross Care Finances
· Cross Care Marketing strategies
· Cross Care locations
· Cross Care Employee identity
· Cross Care Software developments
· Cross Care Therapy templates
· Cross Care Franchise model
· Cross Care Recruitment strategies
· Cross Care Hiring policy
· Cross Care Scheduling policy