1. Parties
This Personal Data and General Confidentiality Agreement ("Agreement") is entered into between:
Disclosing Party: Logix Development, a company registered in Australia.
Receiving Party: You.
2. Purpose
The Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party in connection with the performance of certain services or business activities (the "Purpose").
3. Confidential Information
"Confidential Information" shall mean all information, including Personal Data (as defined below), disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, trade secrets, business plans, strategies, financial information, customer lists, and Personal Data.
4. Personal Data
"Personal Data" shall have the meaning set out in the applicable data protection laws and regulations, including but not limited to the Australian Privacy Act 1988. Personal Data includes any information relating to an identified or identifiable natural person ("Data Subject").
5. Obligations of Receiving Party
a. Confidentiality: The Receiving Party agrees to maintain the confidentiality of all Confidential Information received from the Disclosing Party. The Receiving Party shall not disclose or permit disclosure of any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as may be required by law.
b. Use: The Receiving Party agrees to use the Confidential Information solely for the Purpose and not for any other purpose without the prior written consent of the Disclosing Party.
c. Protection: The Receiving Party agrees to implement reasonable measures to protect the Confidential Information from unauthorized use, access, or disclosure, which measures shall be at least as protective as those the Receiving Party uses to protect its own confidential information of a similar nature.
d. Personal Data: If the Confidential Information includes Personal Data, the Receiving Party agrees to comply with all applicable data protection laws and regulations in relation to the processing and protection of Personal Data.
6. Exclusions
Confidential Information shall not include information that:
a. Is or becomes publicly known through no breach by the Receiving Party; b. Is rightfully received from a third party without breach of any obligation of confidentiality; c. Is independently developed by the Receiving Party without use of or reference to the Confidential Information; or d. Is required to be disclosed by law, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement and cooperates with efforts to obtain confidential treatment or a protective order.
7. Term
This Agreement shall remain in effect for the duration of the business relationship between the parties and for a period of [number of years] years thereafter.
8. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Australia.
9. Miscellaneous
a. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.
b. Amendment: No modification or amendment to this Agreement shall be binding unless in writing and signed by both parties.
c. Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
