Non-Disclosure Agreement (NDA)

THIS AGREEMENT is valid henceforth, and upon acceptance, by any party taking part in the co-creation process.

PARTIES:

  1. Teacher Technologies (‘Reflect Growth’) (Australian Business Number (ABN 39 415 438 141) whose registered office is in South Australia, SA 5022.
  2. Any entity contributing towards the Reflect Growth project (‘Co-Creator’).

BACKGROUND

To further the relationship between the parties, it is necessary and desirable that each party to this Agreement may furnish the other party to this Agreement with certain proprietary information. The party disclosing such proprietary information shall be the ‘Discloser’, and the party receiving such proprietary information shall be the ‘Recipient’. Such proprietary information will be designated as confidential information, when presented in printed, written, graphic or photographic or other tangible form marked as ‘Confidential’, ‘Proprietary’ or ‘Commercial and in confidence’ by the Discloser, and, when presented in oral form, recorded as written minutes or notes of such oral presentations, which minutes or notes must be so marked (such tangible materials and oral presentations so minuted shall be ‘Confidential Information’). In consideration of each party to this Agreement receiving the other’s Confidential Information, each party agrees by its affirmative completion of the “Non-Disclosure Agreement” check box located within their profile on this website, to use such Confidential Information only as agreed herein unless otherwise agreed to in a written instrument signed (physically or digitally) by both parties.

TERMS

Where the Discloser, or Recipient, is from either party:

  1. The Recipient will use the same care and discretion to avoid disclosure, publication or dissemination of Confidential Information as it uses with its own similar confidential information that it does not wish to disclose, publish or disseminate. The Confidential Information, including any TRADE SECRET, CONFIDENTIAL AND PROPRIETARY information contained therein is not to be disclosed to any persons other than the employees; and consultants or agents of the Recipient (if any), who have a need to know and who have also executed a nondisclosure agreement, substantially in the form of this Agreement. An original of such executed non-disclosure agreement shall be supplied to either party to this Agreement upon request.
  2. The Recipient shall not use Confidential Information in any manner, nor use it to the benefit of anyone but the Discloser, nor circulate it within its own organization or otherwise, except to the extent necessary for negotiations, discussions and consultations with personnel or authorized representatives of the Discloser or for any purpose the Discloser may authorize in writing.
  3. The obligations of the Recipient with respect to any particular portion of Confidential Information shall terminate or shall not attach, as the case may be, when any of the following occurs: (a) It was in the public domain at the time of the Discloser’s communication thereof to the Recipient. (b) It entered the public domain through no fault of the Recipient subsequent to the time of the Discloser’s communication thereof to the Recipient. (c) It was in the Recipient’s possession free of any obligation of confidence at the time of the Discloser’s communication thereof to the Recipient. (d) It was independently developed by the Recipient. (e) Its disclosure is required by court or government order and the Discloser has been given notice of such order.
  4. All materials furnished by the Discloser to the Recipient, which are designated in writing to be the property of the Discloser, or which are or contain Confidential Information, shall remain the property of the Discloser and shall be returned to the Discloser promptly at its request with all copies made thereof.
  5. This Agreement shall govern disclosures and all communications between Discloser and Recipient relating to its subject matter that are made during the period from the date of this Agreement to the earlier of the date on which either party receives from the other party written notice that subsequent disclosures shall not be so governed, or for a period of five (5) years following the earlier of the last act of disclosure hereunder or the termination of this Agreement.
  6. Neither this Agreement nor any disclosure of the Discloser’s Confidential Information grants the Recipient any license or rights to any trade secrets or under any patents or copyrights.
  7. THE DISCLOSER PROVIDES CONFIDENTIAL INFORMATION ON AN ‘AS IS’ BASIS. The Discloser will not be liable for any damages arising out of use of Confidential Information. The disclosure of Confidential Information containing business plans is for planning purposes only. The Discloser may change or cancel its plans at any time. Therefore, use of Confidential Information is at the Recipient’s own risk.
  8. This Agreement shall be construed in accordance with the laws of Australia.

Where the Recipient is an authorized representative of ‘Reflect Growth’ and the Discloser is a ‘Co-Creator’.

  1. The Discloser understands that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that may be similar to the Discloser’s information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that the Recipient will not independently develop commercial products, for itself or for others.

Where the Discloser is an authorized representative of ‘Reflect Growth’ and the Recipient is a ‘Co-Creator’.

  1. The Recipient will not independently develop commercial products for itself, or others, that compete with or use the products, systems or documentation contemplated by the Discloser’s information.

This Agreement is the complete and entire understanding of the parties with respect to its subject matter and is effective immediately upon agreement.

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