Transformation Services Agreement - NSW Department of Education ...

Schedule 11 - Deed of Confidentiality
Deed of Confidentiality dated ________________________
By
[insert Additional Disclosee name] [insert ABN] [insert address]
(Additional Disclosee)
For the benefit of The State of New South Wales by its Department of Education and
Communities (DEC)
Recitals
A. Accenture Australia Holdings Pty Ltd ABN 61 096 995 649 (Accenture) has entered into a
transformation services agreement with DEC dated [insert] (Transformation Services
Agreement).
B. The Additional Disclosee is an officer, agent, professional adviser or approved subcontractor
of Accenture under the Transformation Services Agreement.
C. The Transformation Services Agreement allows Accenture to disclose Confidential
Information to the Additional Disclosee on a need to know basis for the purposes of the
Transformation Services Agreement.
D. Improper use or disclosure of Confidential Information would severely damage DEC's ability
to perform its governmental and statutory functions.
E. DEC requires, and the Additional Disclosee agrees, that it is necessary to take all reasonable
steps (including the execution of this deed) to ensure that Confidential Information is kept
confidential.
Agreed Covenants
1. Interpretation
1.1 Definitions
In this deed:
Business Day means a day that is not a Saturday, Sunday or public holiday and on which
banks are open for business generally in Sydney.
Confidential Information means information which is DEC's Confidential Information as
defined in the Transformation Services Agreement, namely, information of or provided by
DEC to Accenture (which, for the purposes of this definition, includes the Additional
Disclosee) that:
(a)
(b)
(c)
by its nature is confidential and includes information or documents relating to
shareholders and customers of DEC;
is designated by DEC as confidential; or
Accenture knows or ought to know is confidential,
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