Mutual Non-Disclosure Agreement Template

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(g)
Negative Obligations: any obligation not to do anything includes an
obligation not to suffer, permit or cause that thing to be done;
(h) Inclusive Expressions: the terms include and including (and any
similar expression) are deemed to be followed by the words without
limitation; and
(i) Documents: references to any document (however described) are
references to that document as modified, novated, supplemented, varied
or replaced from time to time and in any form, whether on paper or in an
electronic form.
2. UNDERTAKINGS REGARDING INFORMATION
2.1 Disclosure and Use: The Recipient will keep all Information confidential and will
not, except as permitted by this agreement:
(a)
Disclose: disclose Information, or permit it to be disclosed, to any person;
or
(b) Use: use or refer to the Information for any purpose other than for
evaluating the Proposal, or in any way which is detrimental to, or in actual
or potential competition with, the Discloser.
2.2 Security of Information: The Recipient will, at all times, use adequate security
measures to preserve the confidential nature of the Information, at least equivalent
to the measures it would prudently use for its own valuable and sensitive
confidential information.
2.3 Copying of Information: The Recipient will not copy, reproduce or electronically
store any Information, nor permit any Information to be so copied, reproduced or
stored, except to the extent absolutely necessary to enable the Recipient and its
Representatives effectively to evaluate the Proposal.
2.4 Exceptions: The following Information is not subject to the restrictions in clauses
2.1 to 2.3 of this agreement:
(a) Information Already Known: Information that the Recipient
demonstrates (to the reasonable satisfaction of the Discloser):
(i)
(ii)
was already known to the Recipient at the time of disclosure; or
came into the Recipient's possession other than as a result of
breach or non-performance of any confidentiality obligation owed
to the Discloser or its Related Companies;
(b)
(c)
Public Information: Information that the Recipient demonstrates (to the
reasonable satisfaction of the Discloser) is, at the time of disclosure, or
subsequently becomes, public knowledge, other than as a result of breach
or non–performance, by the Recipient or any of its Representatives, of any
confidentiality obligation owing to the Discloser or its Related Companies;
and
Discloser's Agreement: Information to the extent that the Discloser has
expressly agreed in writing that the Recipient need not keep that
Information confidential.
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