16/06/2023
Business:
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is made and entered into as of .., (the "Effective Date") between the Aboriginal Business Council, ABC located at .. ("Disclosing Party"), and the individual or entity agreeing to be bound by this Agreement ("Receiving Party”)
1. Purpose: The purpose of this Agreement is to protect the confidential information
of the Disclosing Party, which may be disclosed to the Receiving Party during the
course of their engagement or any business relationship.
2.Confidential Information: "Confidential Information" refers to any information,
data, documents, trade secrets, business strategies, financial information, marketing
plans, technical specifications, or any other information disclosed by the Disclosing
Party to the Receiving Party, whether in oral, written, electronic, or any other form,
and marked as confidential or reasonably identifiable as confidential at the time of
disclosure.
3.Obligations of the Receiving Party: The Receiving Party agrees to:
3.1 Maintain Confidentiality:
a) Hold all Confidential Information in strict confidence and exercise reasonable care
to prevent unauthorized disclosure.
b) Limit access to the Confidential Information to its employees, agents, or
representatives who have a need to know such information for legitimate business
purposes.
c) Inform its employees, agents, or representatives about the confidential nature of the information and their obligation to comply with this Agreement.
3.2 Non-Disclosure and Non-Use:
a) Not disclose the Confidential Information to any third party without the prior
written consent of the Disclosing Party.
b) Not use the Confidential Information for any purpose other than the legitimate
business purposes agreed upon between the parties.
c) Not copy, reproduce, or modify the Confidential Information without the express
written permission of the Disclosing Party.
3.3 Protection of Confidential Information: a) Implement reasonable security
measures to protect the Confidential Information from unauthorized access, theft, or disclosure. b) Notify the Disclosing Party immediately upon becoming aware of any
unauthorized disclosure, loss, or theft of the Confidential Information.
3.4 Return or Destruction of Information:
a) Return or destroy, at the option of the Disclosing Party, all Confidential
Information, including any copies or reproductions, promptly upon the written
request of the Disclosing Party. b) Certify in writing the destruction or return of the
Confidential Information upon request.
4. Exclusions from Confidentiality:
The obligations of confidentiality and non-use shall not apply to any information
that: a) Is or becomes publicly known through no fault of the Receiving Party.
b) Was already in the possession of the Receiving Party prior to its disclosure by the
Disclosing Party.
c) Is rightfully obtained by the Receiving Party from a third party without any
obligation of confidentiality.
d) Is independently developed by the Receiving Party without reference to the
Confidential Information.
5.Remedies:
5.1 Injunctive Relief: The Receiving Party acknowledges that any breach or threatened
breach of this Agreement may cause irreparable harm to the Disclosing Party, and
the Disclosing Party shall be entitled to seek injunctive relief to enforce the
provisions of this Agreement, in addition to any other remedies available at law or in
equity.
5.2 Damages: The Receiving Party shall be liable for any damages incurred by the
Disclosing Party resulting from a breach of this Agreement, including but not limited
to monetary damages and legal expenses.
6. Term and Termination:
6.1 This Agreement shall remain in effect for a period of [duration] from the Effective
Date unless terminated earlier in accordance with this Agreement.
6.2 Either party may terminate this Agreement by providing written notice to the
other party. Upon termination, the Receiving Party shall promptly return or destroy
all Confidential Information as per the provisions outlined in Section 3.4.
7. Governing Law and Jurisdiction: This Agreement shall be governed by and
construed in accordance with the laws of [Jurisdiction]. Any legal action arising out of
or relating to this Agreement shall be brought in the courts of [Jurisdiction], and the
parties hereby consent to the exclusive jurisdiction and venue of such courts.
8. Entire Agreement: This Agreement constitutes the entire understanding between
the parties regarding the subject matter herein and supersedes all prior discussions,
understandings, or agreements, whether written or oral.
9. Severability: If any provision of this Agreement is held to be invalid, illegal, or
unenforceable by a court of competent jurisdiction, such provision shall be severed,
and the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as
of the Effective Date.
[Disclosing Party] Aboriginal Business Council ABC
By ....…[Authorized Representative]
[Receiving Party]
By: ......[Authorized Representative]
