Happiness Concierge NDA
RACHEL SERVICE trading as HAPPINESS CONCIERGE (ABN 98 964 459 446) of Level 2, 287 Collins Street, Melbourne Victoria 3000, Australia (“Happiness Concierge”)
[INSERT NAME] of [ADDRESS] (“Recipient”)
Feedback on Happiness Concierge content.
The Recipient understands and agrees that entering into this Agreement and undertaking training and/or discussions with Happiness Concierge does not obligate Happiness Concierge to engage the Recipient as a Happiness Concierge representative, any such offer will be made at the sole discretion of Happiness Concierge and all content belongs and is owned by Rachel Service / Happiness Concierge.
Happiness Concierge and the Recipient acknowledge and agree as follows
1. In connection with the Purpose, Happiness Concierge and the Recipient acknowledge that Happiness Concierge may disclose to the Recipient certain Proprietary Information as defined below. The Recipient agrees to make no other use of such Proprietary Information or any portion thereof for any purpose other than as expressly set forth in this Agreement. All Proprietary Information will be and will remain the sole property of Happiness Concierge.
2. The consideration for each party entering into this Agreement is the provision of Proprietary Information by Happiness Concierge and the Recipient’s agreement to keep the Proprietary Information confidential. Each party acknowledges that this is valuable consideration.
3. For the purposes of this Agreement, Proprietary Information includes, without limitation, any and all material, data or information, however embodied or conveyed, of Happiness Concierge that is provided or disclosed to the Recipient (whether orally or in writing or in some other format) and/or observed or otherwise learned by the Recipient, and which:
(a) is proprietary to or created by Happiness Concierge, whether or not originated by
Happiness Concierge; or
(b) gives Happiness Concierge some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of Happiness Concierge; or
(c) is designated as Proprietary Information by Happiness Concierge, or from all the relevant circumstances should reasonably be assumed by the Recipient to be confidential and proprietary to Happiness Concierge; or
(d) is disclosed by Happiness Concierge and is not generally known by the Recipient
or its officers or employees,
Provided that such material, data or information shall not be treated as Proprietary Information to the extent that the Recipient can document in writing that it:
(e) is in the public domain through no fault of the Recipient;
(f) was properly known to it, without restriction, prior to disclosure by Happiness
(g) was properly disclosed to it, without restriction, by another person with the legal
authority to do so;
(h) is independently developed by the Recipient without use of or reference to
Happiness Concierge's Proprietary Information; or
(i) is required to be disclosed pursuant to a judicial or legislative order or proceeding, provided that, to the extent permitted by and practical under the circumstances, the Recipient provides to Happiness Concierge (i) prior notice of the intended disclosure and an opportunity to respond or object to the disclosure or (ii) if prior notice is not permitted or practical under the circumstances, prompt notice of such disclosure.
4. The Recipient must use the Proprietary Information solely for the purpose of discussing and pursuing the Purpose (or some other business relationship acknowledged in writing by the parties as being covered by the terms of this Agreement). The Recipient must notify Happiness Concierge immediately in the event that the Recipient believes that the relevant Proprietary Information does not satisfy at least one of the criteria set out in clauses 3(a) to (d) above or that the Recipient believes that the relevant information is excluded from being treated as Proprietary Information pursuant to one of the criteria set out in clauses 3(e) to (i) above.
5. During the period in which the Recipient has access to the Proprietary Information or at any time thereafter, unless the Recipient has received prior written permission from Happiness Concierge, the Recipient must not directly or indirectly disclose, display, provide, transfer or otherwise make available all or any part of the Proprietary Information to any person or entity, or make copies of the Proprietary Information or any portion thereof. The Recipient must not disclose any Proprietary Information to any third party. Without prejudice to the foregoing, the standard of care that must be exercised by the Recipient for protecting Proprietary Information of Happiness Concierge, will be that degree of care the Recipient uses to prevent disclosure, publication or dissemination of its own proprietary information and in any event no less than a reasonable standard of care.
6. The Recipient will not construe anything in this Agreement as granting or conferring any right by license or otherwise, expressly or impliedly, for any business strategy, marketing plan, invention, discovery, protocol, design, development or improvement on any of the foregoing, embodied in the Proprietary Information disclosed hereunder.
7. If a party decides not to proceed further with the Purpose (or other contemplated business relationship as encompassed within this Agreement pursuant to clause 4 above) or, if asked by Happiness Concierge, the Recipient:
(a) must promptly return to Happiness Concierge all Proprietary Information including all documentation and materials in its possession or under its control which in any way relates to or embodies the Proprietary Information; and
(b) must promptly provide to Happiness Concierge all original and copy reports, notes
and records prepared by the Recipient in relation to the Proprietary Information.
8. The Recipient must promptly notify Happiness Concierge of any unauthorised release of or access to any ProprietaryInformation which comes to the attention of the Recipient.
9. The Recipient understands and agrees that this Agreement does not obligate Happiness Concierge to disclose any information to the Recipient or negotiate or enter into any agreement or relationship with the Recipient.
10. Happiness Concierge does not make any representation or warranty that the Proprietary Information does not infringe the rights of another person or as to the accuracy of the Proprietary Information. Neither party is liable to the other for any infringement or inaccuracy in the Proprietary Information.
11. The parties acknowledge and agree that the Proprietary Information is unique and valuable, and that disclosure in breach of this Agreement will result in irreparable injury to Happiness Concierge for which monetary damages alone would not be an adequate remedy. Therefore, the parties agree that in the event of a breach or threatened breach of confidentiality, Happiness Concierge will be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without prejudice to any of its rights. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages or other available remedies. In addition, any party which prevails in any legal dispute hereunder will be entitled to be reimbursed its reasonable legal fees and expenses from the other party.
12. The terms of this Agreement will remain in effect with respect to any particular Proprietary Information from the time of its disclosure unless and until the Recipient can document that it falls into one of the exceptions stated in Paragraph 3(e) to (i) above.
13. This Agreement is governed by the laws of Victoria, Australia, and the parties submit to
the jurisdiction of the courts of Victoria, Australia.
14. This Agreement may be modified or waived only in writing. If any provision is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect.
15. The terms of this Agreement comprise the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications with respect to the subject matter of this Agreement. Neither party may, without the prior written consent of the other party, transfer or assign any of its rights or obligations under this agreement. This Agreement is binding upon each party’s respective successors and permitted assigns.
16. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.
ENTERED INTO AS AN AGREEMENT BY THE PARTIES
RACHEL SERVICE trading as HAPPINESS CONCIERGE
I will send you a copy of what we have both signed for your records.