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Non-disclosure Agreement


This Non-Disclosure Agreement ("Agreement") is entered into as of [Effective Date] ("Effective Date") by and between [Your Company Name], an Australian company with its principal place of business at [Your Company Address] ("Disclosing Party") and [Partner Company Name], a [Partner Company Jurisdiction] company with its principal place of business at [Partner Company Address] ("Receiving Party") (each, a "Party," and collectively, the "Parties").

WHEREAS, in connection with the evaluation, negotiation, and performance of the Integration Platform Services Agreement between the Parties (the "Purpose"), the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

  1. Definition of Confidential Information. "Confidential Information" means any non-public information, data, or material, in whatever form, disclosed by the Disclosing Party to the Receiving Party in connection with the Purpose, whether orally, visually, or in writing, and includes, but is not limited to, technical information, financial information, customer information, trade secrets, intellectual property, and any other information that is either marked or otherwise identified as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

  2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party's Confidential Information.

  3. Obligations. The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) limit access to the Confidential Information to those of its employees, contractors, and agents who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (d) protect the Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.

  4. Compelled Disclosure. If the Receiving Party becomes legally compelled to disclose any Confidential Information, it shall provide the Disclosing Party with prompt written notice and shall cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose and shall use reasonable efforts to obtain assurances that confidential treatment will be accorded to such disclosed Confidential Information.

  5. Return or Destruction. Upon the Disclosing Party's written request or upon the termination of the relationship between the Parties, the Receiving Party shall promptly return or destroy, at the Disclosing Party's option, all copies of the Confidential Information in its possession or control and certify in writing that it has done so, provided that the Receiving Party may retain one copy of the Confidential Information solely for archival purposes and subject to the confidentiality obligations set forth in this Agreement.

  6. No License or Transfer of Rights. Nothing in this Agreement shall be construed as granting, either expressly or by implication, any license or transfer of rights in or to the Confidential Information, except as expressly provided herein. All Confidential Information shall remain the property of the Disclosing Party.

  7. No Warranty. All Confidential Information is provided "as is." The Disclosing Party makes no warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of the Confidential Information.

  8. Term. This Agreement shall commence on the Effective Date and continue in effect for a period of two (2) years, unless earlier terminated by either Party upon thirty (30) days' written notice to the other Party. The obligations of the Receiving Party to protect the Confidential Information shall survive the termination of this Agreement for a period of five (5) years from the date of such termination.

  9. Remedies. The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. In addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to prevent any actual or threatened unauthorized use or disclosure of the Confidential Information.

  10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law principles.

  11. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, relating to the subject matter.

  12. Amendments and Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

  13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date.

[Your Company Name][Partner Company Name]