Confidentiality Agreement - Mutual (Victoria)

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A confidentiality agreement is an agreement between two or more parties to keep specified and proprietary information confidential. This Mutual Confidentiality Agreement is for use when all parties may disclose confidential information to each other. A written agreement will prove valuable in the event of disagreements or misunderstandings.

Among others, this form includes the following provisions:
  • Parties to the Agreement: This provision contains the identity and names of the parties entering into the agreement;
  • Disclosure of Information: This provision sets out that disclosing party may disclose confidential information which it considers is necessary to recipient;
  • Return of Information: This provision sets forth procedures in place for the return of confidential information.

Protect Yourself and your Rights by using our professionally prepared up-to-date forms.

This lawyer-prepared packet contains:
  1. General Information
  2. Information
  3. Mutual Confidentiality Agreement for use in Victoria
Law Compliance: This form complies with the laws of Victoria
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
CONFIDENTIALITY AGREEMENT  MUTUAL
VICTORIA

 

 
 
THIS AGREEMENT is executed on _______day of ____20__
 
BETWEEN
 
____________________________________________________[ABN/ACN ____________] (the First Party)[Alternatively , name of the party can also be used as a reference)
 
AND
__________________________________________________________________
THE SECOND PARTY SPECIFIED IN ITEM 1 OF THE SCHEDULE                 (the Second Party)
 
 
RECITALS
 
A.    The Parties to this Agreement have agreed to share information, including Confidential Information, for the Purpose.
B.    The information, including Confidential Information, will be shared on the terms and conditions set out in this Agreement.
 
IT IS AGREED AS FOLLOWS
 
1.    DEFINITIONS
1.1    In this agreement, except where the context otherwise requires:
“Agreementmeans this agreement together with any schedules or annexures and any amendments made in accordance with this agreement;
"Confidential Information" means all confidential information of the Disclosing Party or any of its related entities, in whatever form (whether written, oral, visible or invisible), including confidential information related to the following:
a.    information listed in Item 2 of the Schedule;
b.    information or material confidential or proprietary (or both) to the Disclosing Party;
c.    information acquired by the Receiving Party in the course of negotiation of or entering into a business relationship between the parties;
d.    trade secrets, including any trade secrets in patent applications; and
e.    any computer software or databases,
excluding information that (whether before or after this Agreement is executed):
i.    is public knowledge or becomes public knowledge otherwise then by breach of confidence;
ii.    the Receiving Party can prove was in the Receiving Partys possession at or before the time of first disclosure by the Disclosing Party  to the Receiving Party; or
iii.    after the date of its disclosure to the Receiving Party, available to the public from sources other than the Receiving Party;
iv.    after the date of its disclosure to the Receiving Party, properly available to the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party
v.    is information the Receiving Party can prove was independently developed without any Confidential Information. 
vi.    required to be disclosed by law.
"Disclosing Party" means the Party which is disclosing information, including Confidential
Information;
 “Partiesmeans the parties to this Agreement and their respective successors and permitted assigns, and Party means any one of them;
“Personal Information means:
a.    information or an opinion, whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion
b.    information or a document that relates to the affairs or personal particulars of another person (such as a company or a business), which is received or learnt by a party from any source for or in connection with the Purpose.
or
c.    information or a document that relates to the affairs or personal particulars of another person (such as a company or a business), which is received or learnt by a party from any source for or in connection with the Purpose
"Personal or Health Information" means personal information as defined in the Information Privacy Act 2000 (Victoria) or health information as defined in the Health Records Act 2001 (Victoria).
“Privacy Acts means the Information Privacy Act 2000 (Victoria) and the Health Records Act 2001 (Victoria)
"Purpose" means the purpose described in Item 3 of the Schedule;
"Receiving Party" means the Party who is receiving information, including Confidential Information, under this Agreement and includes its respective successors and permitted assigns.
“Schedulemeans the schedule to this Agreement.
"The Second Party" means the Party described in Item 1 of the Schedule.
 
2.    DISCLOSURE OF INFORMATION
The Disclosing Party may disclose to the Receiving Party so much of its information, including Confidential Information, as the Disclosing Party, in its sole discretion, considers is necessary for the Purpose.
 
3.    CONFIDENTIALITY OBLIGATIONS
The Receiving Party must:
a.    keep all Confidential Information of the Disclosing Party  confidential unless strictly required otherwise by law;
b.    limit access to those of its employees or agents reasonably requiring the Confidential Information on a strictly need to know basis for the Purpose;
c.    not use Confidential Information in any way which would be harmful to the best interests of the Disclosing Party ;
d.    immediately notify the Disclosing Party  in the event of any disclosure which is strictly required by law;
e.    not use any Confidential Information in any way other than for the Purpose or as otherwise contemplated by this Agreement without the prior written permission of the Disclosing Party ; and
f.    ensure that all employees or agents to whom Confidential Information is disclosed are legally bound to keep the Confidential Information confidential and not to use the Confidential Information except for the Purpose.
 
4.    RETURN OF INFORMATION
At any time upon the written request of the Disclosing Party, the Receiving Party must return to the Disclosing Party any documents originating from the Disclosing Party which embody Confidential Information and must not keep any copies, notes, records or other related information in any form.
 
5.    PRIVACY
 
Each party must comply with the Privacy Acts as amended from time to time in respect of any personal or health information held by the either party.
 
6.    ACKNOWLEDGEMENTS AND DISCLAIMERS
a.    Disclosing Party does not represent or warrant that its Confidential Information is accurate, complete, up to date or fit for any particular purpose. Receiving Party must make its own assessment of the other partys Confidential Information and must satisfy itself as to its accuracy and completeness.
 
b.    Disclosing party is not obliged to enter into any further agreement or discussion with the Receiving party or to refrain from entering into an agreement or discussion with a third party as a result of the entry into this Agreement.
 
c.    Any reliance by the Receiving Party, or other person, on any Confidential Information is solely at its own risk.
 
7.    GENERAL
a.    Proprietary Rights. The Receiving Party obtains no proprietary rights of any kind to any Confidential Information as a result of a disclosure to it under this Agreement.
b.    Method of Disclosure. The obligations in this Agreement apply irrespective of the method of disclosure whether in writing, in computer software, orally, by demonstration, description, inspection or otherwise.
c.    Relief. The Receiving Party acknowledges and agrees that monetary damages would be an insufficient remedy for breach of this Agreement and that, in addition to any other remedy available, the Disclosing Party is entitled to injunctive relief to prevent a breach of this Agreement and to compel specific performance of this Agreement.
d.    Waiver. A Party's failure to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power.
e.    Dispute. A Party claiming that a dispute has arisen under this Agreement (Dispute) must notify the other Party giving written details of the Dispute. The Parties agree to negotiate in good faith on a commercially realistic basis to resolve the Dispute and will refer resolution of the Dispute to officers within each Party who are authorised to hear the Dispute before commencing any legal proceedings in relation to the Dispute. Any Dispute which cannot be settled between the Parties within a reasonable time must be referred for determination by a person appointed for that purpose by the Parties and failing Agreement, appointed by the President of the Institute of Arbitrators and Mediators Australia (Victorian Division). Any determination made under the above clause is binding on the Parties and the Commercial Arbitration Act 1984(Vic) applies to the determination except to the extent otherwise agreed by the Parties. Nothing in this clause 7.e will prevent a Party from seeking interlocutory relief.
f.    Governing Law. This Agreement is governed by the laws of the State of Victoria, Australia. The Parties submit to the exclusive jurisdiction of the courts of the State of Victoria and any courts which may hear appeals from those courts.
g.    Term. This Agreement remains in force until terminated in writing by either Party. Upon termination the Receiving Party must return to the Disclosing Party any documents originating from the Disclosing Party in accordance with Clause 4.
h.    Entire agreement. This Agreement contains the whole of the agreement between the Parties regarding their mutual obligations of confidentiality.
i.    Amendment. This Agreement may only be amended in writing.
j.    Assignment. A Party will not assign or transfer all or any of its rights or obligations under this Agreement without the prior written consent of the other Party.
k.    Severance. Any illegal or invalid provision of this Agreement will be severable and all other provisions will remain in full force and effect.
l.    Burden of Proof. The burden of showing that any Confidential Information is not subject to the obligations of confidentiality in this Agreement will rest on the Receiving Party.
 
SIGNED for and on behalf of THE            SIGNED for and on behalf of RECEIVING
FIRST PARTY in the presence of:            PARTY in the presence of:
….                ….
Signature of Witness                    Signature of Witness
 
….                ….
Name of Witness (block letters)            Name of Witness (block letters)
 
….                ….
Signature of authorised person                Signature of authorised person
 
….                ….            
Office held                        Office held
….                ….
Name of authorised person                Name of authorised person
(block letters)                        (block letters)
 
[The last party to sign this Agreement must complete the date field on the first page]
 
 
SCHEDULE
 
 
ITEM 1:
Second Party Legal Name:
Address:
Phone:
Fax No:
ABN/ACN:
 
 
ITEM 2:
Confidential Information: [State in a list the information that is deemed confidential between both parties which are not listed or implied in the definition of Confidential Information]
 
ITEM 3:
Purpose:
Number of Pages7
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#32614
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
CONFIDENTIALITY AGREEMENT  MUTUAL
VICTORIA

 

 
 
THIS AGREEMENT is executed on _______day of ____20__
 
BETWEEN
 
____________________________________________________[ABN/ACN ____________] (the First Party)[Alternatively , name of the party can also be used as a reference)
 
AND
__________________________________________________________________
THE SECOND PARTY SPECIFIED IN ITEM 1 OF THE SCHEDULE                 (the Second Party)
 
 
RECITALS
 
A.    The Parties to this Agreement have agreed to share information, including Confidential Information, for the Purpose.
B.    The information, including Confidential Information, will be shared on the terms and conditions set out in this Agreement.
 
IT IS AGREED AS FOLLOWS
 
1.    DEFINITIONS
1.1    In this agreement, except where the context otherwise requires:
“Agreementmeans this agreement together with any schedules or annexures and any amendments made in accordance with this agreement;
"Confidential Information" means all confidential information of the Disclosing Party or any of its related entities, in whatever form (whether written, oral, visible or invisible), including confidential information related to the following:
a.    information listed in Item 2 of the Schedule;
b.    information or material confidential or proprietary (or both) to the Disclosing Party;
c.    information acquired by the Receiving Party in the course of negotiation of or entering into a business relationship between the parties;
d.    trade secrets, including any trade secrets in patent applications; and
e.    any computer software or databases,
excluding information that (whether before or after this Agreement is executed):
i.    is public knowledge or becomes public knowledge otherwise then by breach of confidence;
ii.    the Receiving Party can prove was in the Receiving Partys possession at or before the time of first disclosure by the Disclosing Party  to the Receiving Party; or
iii.    after the date of its disclosure to the Receiving Party, available to the public from sources other than the Receiving Party;
iv.    after the date of its disclosure to the Receiving Party, properly available to the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party
v.    is information the Receiving Party can prove was independently developed without any Confidential Information. 
vi.    required to be disclosed by law.
"Disclosing Party" means the Party which is disclosing information, including Confidential
Information;
 “Partiesmeans the parties to this Agreement and their respective successors and permitted assigns, and Party means any one of them;
“Personal Information means:
a.    information or an opinion, whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion
b.    information or a document that relates to the affairs or personal particulars of another person (such as a company or a business), which is received or learnt by a party from any source for or in connection with the Purpose.
or
c.    information or a document that relates to the affairs or personal particulars of another person (such as a company or a business), which is received or learnt by a party from any source for or in connection with the Purpose
"Personal or Health Information" means personal information as defined in the Information Privacy Act 2000 (Victoria) or health information as defined in the Health Records Act 2001 (Victoria).
“Privacy Acts means the Information Privacy Act 2000 (Victoria) and the Health Records Act 2001 (Victoria)
"Purpose" means the purpose described in Item 3 of the Schedule;
"Receiving Party" means the Party who is receiving information, including Confidential Information, under this Agreement and includes its respective successors and permitted assigns.
“Schedulemeans the schedule to this Agreement.
"The Second Party" means the Party described in Item 1 of the Schedule.
 
2.    DISCLOSURE OF INFORMATION
The Disclosing Party may disclose to the Receiving Party so much of its information, including Confidential Information, as the Disclosing Party, in its sole discretion, considers is necessary for the Purpose.
 
3.    CONFIDENTIALITY OBLIGATIONS
The Receiving Party must:
a.    keep all Confidential Information of the Disclosing Party  confidential unless strictly required otherwise by law;
b.    limit access to those of its employees or agents reasonably requiring the Confidential Information on a strictly need to know basis for the Purpose;
c.    not use Confidential Information in any way which would be harmful to the best interests of the Disclosing Party ;
d.    immediately notify the Disclosing Party  in the event of any disclosure which is strictly required by law;
e.    not use any Confidential Information in any way other than for the Purpose or as otherwise contemplated by this Agreement without the prior written permission of the Disclosing Party ; and
f.    ensure that all employees or agents to whom Confidential Information is disclosed are legally bound to keep the Confidential Information confidential and not to use the Confidential Information except for the Purpose.
 
4.    RETURN OF INFORMATION
At any time upon the written request of the Disclosing Party, the Receiving Party must return to the Disclosing Party any documents originating from the Disclosing Party which embody Confidential Information and must not keep any copies, notes, records or other related information in any form.
 
5.    PRIVACY
 
Each party must comply with the Privacy Acts as amended from time to time in respect of any personal or health information held by the either party.
 
6.    ACKNOWLEDGEMENTS AND DISCLAIMERS
a.    Disclosing Party does not represent or warrant that its Confidential Information is accurate, complete, up to date or fit for any particular purpose. Receiving Party must make its own assessment of the other partys Confidential Information and must satisfy itself as to its accuracy and completeness.
 
b.    Disclosing party is not obliged to enter into any further agreement or discussion with the Receiving party or to refrain from entering into an agreement or discussion with a third party as a result of the entry into this Agreement.
 
c.    Any reliance by the Receiving Party, or other person, on any Confidential Information is solely at its own risk.
 
7.    GENERAL
a.    Proprietary Rights. The Receiving Party obtains no proprietary rights of any kind to any Confidential Information as a result of a disclosure to it under this Agreement.
b.    Method of Disclosure. The obligations in this Agreement apply irrespective of the method of disclosure whether in writing, in computer software, orally, by demonstration, description, inspection or otherwise.
c.    Relief. The Receiving Party acknowledges and agrees that monetary damages would be an insufficient remedy for breach of this Agreement and that, in addition to any other remedy available, the Disclosing Party is entitled to injunctive relief to prevent a breach of this Agreement and to compel specific performance of this Agreement.
d.    Waiver. A Party's failure to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power.
e.    Dispute. A Party claiming that a dispute has arisen under this Agreement (Dispute) must notify the other Party giving written details of the Dispute. The Parties agree to negotiate in good faith on a commercially realistic basis to resolve the Dispute and will refer resolution of the Dispute to officers within each Party who are authorised to hear the Dispute before commencing any legal proceedings in relation to the Dispute. Any Dispute which cannot be settled between the Parties within a reasonable time must be referred for determination by a person appointed for that purpose by the Parties and failing Agreement, appointed by the President of the Institute of Arbitrators and Mediators Australia (Victorian Division). Any determination made under the above clause is binding on the Parties and the Commercial Arbitration Act 1984(Vic) applies to the determination except to the extent otherwise agreed by the Parties. Nothing in this clause 7.e will prevent a Party from seeking interlocutory relief.
f.    Governing Law. This Agreement is governed by the laws of the State of Victoria, Australia. The Parties submit to the exclusive jurisdiction of the courts of the State of Victoria and any courts which may hear appeals from those courts.
g.    Term. This Agreement remains in force until terminated in writing by either Party. Upon termination the Receiving Party must return to the Disclosing Party any documents originating from the Disclosing Party in accordance with Clause 4.
h.    Entire agreement. This Agreement contains the whole of the agreement between the Parties regarding their mutual obligations of confidentiality.
i.    Amendment. This Agreement may only be amended in writing.
j.    Assignment. A Party will not assign or transfer all or any of its rights or obligations under this Agreement without the prior written consent of the other Party.
k.    Severance. Any illegal or invalid provision of this Agreement will be severable and all other provisions will remain in full force and effect.
l.    Burden of Proof. The burden of showing that any Confidential Information is not subject to the obligations of confidentiality in this Agreement will rest on the Receiving Party.
 
SIGNED for and on behalf of THE            SIGNED for and on behalf of RECEIVING
FIRST PARTY in the presence of:            PARTY in the presence of:
….                ….
Signature of Witness                    Signature of Witness
 
….                ….
Name of Witness (block letters)            Name of Witness (block letters)
 
….                ….
Signature of authorised person                Signature of authorised person
 
….                ….            
Office held                        Office held
….                ….
Name of authorised person                Name of authorised person
(block letters)                        (block letters)
 
[The last party to sign this Agreement must complete the date field on the first page]
 
 
SCHEDULE
 
 
ITEM 1:
Second Party Legal Name:
Address:
Phone:
Fax No:
ABN/ACN:
 
 
ITEM 2:
Confidential Information: [State in a list the information that is deemed confidential between both parties which are not listed or implied in the definition of Confidential Information]
 
ITEM 3:
Purpose:

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