Become a Franchisee: Non-Disclosure Agreement

In consideration of Messy Makers providing to me/us confidential information in relation to the intellectual property of Messy Makers and the like, known as "the Business", recipients will be required to sign, return and be legally bound by the Messy Makers non-disclosure agreement.
 

RECITALS:

The Discloser has agreed to disclose to the Recipient certain Confidential Information on the terms of this agreement. In consideration for this disclosure, the Recipient agrees to treat the Confidential Information as confidential on the terms and conditions set out below.

 

IT IS AGREED:

1. Confidentiality Obligations

   1.1 In consideration for receiving Confidential Information, the Recipient must:

         (a) keep the Confidential Information secret and confidential and, except as permitted by this agreement, not disclose the Confidential Information;

         (b) ensure that the Confidential Information is only disclosed to those directors, employees and professional advisers of it (and its related bodies corporate) who have a specific need to access the Confidential Information for the Purpose (Additional Disclosees);

         (c) ensure that all Additional Disclosees comply with this agreement;

         (d) not use the Confidential Information for any purpose other than the Purpose (including for the Recipient’s own gain or in any manner which may cause loss to the Disclosers);

         (e) take all steps reasonably necessary to safeguard the Discloser’s Confidential Information from unauthorised access, use or disclosure; and

         (f) immediately notify the Discloser of any potential, suspected or actual unauthorised disclosure or use of the Confidential Information or breach of this agreement.

   1.2 The Recipient must immediately on request by the Discloser, return or destroy all copies of the Confidential Information and ensure all Additional Disclosees return or destroy all copies of the Confidential Information.

   1.3 The Recipient acknowledges that monetary compensation may not be a sufficient remedy for any breach of this agreement and that the Discloser may seek and obtain specific performance or injunctive relief as a remedy for any breach or threatened breach of this agreement, in addition to any other remedies available at law.

   1.4 The obligations of confidentiality imposed by this agreement begin on the date when this agreement is signed by the last party and continue in force until all of the Confidential Information is readily available in the public domain or until agreement in writing by all parties.

   1.5 The obligations in this agreement do not apply to any Confidential Information which the Recipient can prove:

         (a) is in, or comes into, the public domain other than by a breach of this agreement;

         (b) was lawfully in its possession prior to disclosure by the Discloser;

         (c) was received from a third party who is not under an obligation to the Discloser to maintain the Confidential Information in confidence and who legitimately obtained the Confidential Information; or

         (d) it is required to disclose in order to enforce this agreement or under law or a binding order of a governmental agency or court, and provided that it informs the Discloser in advance of such disclosure being made and uses all reasonable efforts to obtain confidential treatment of such Confidential Information required to be disclosed.

 

2. Indemnity

The Recipient is liable for and indemnifies the Discloser in respect of any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment which the Discloser suffers or incurs or is liable for in respect of a breach of this agreement or any infringement of the Discloser’s rights in respect of the Confidential Information by the Recipient, including in respect of consequential or economic loss or damage suffered by the Discloser (including loss of profits or opportunities).

 

3. Acknowledgements and Disclaimers

The Recipient acknowledges that the Discloser owns the Confidential Information and all rights (including intellectual property rights) in it.

Nothing in this agreement may be construed as granting or conferring on the Recipient any proprietary rights, licences or other rights in the Discloser’s Confidential Information, other than the rights expressly granted under this agreement.

 

4. General

   4.1 The laws of New South Wales, Australia govern this agreement. Each party submits to the non-exclusive jurisdiction of the courts of that place and the courts of appeal from them.

   4.2 This agreement constitutes the entire agreement between the parties about its subject matter and supersedes any previous understanding, agreement, representation or warranty relating to Confidential Information. This agreement may only be varied by written agreement of the parties. 

   4.3 In this agreement:

Confidential Information means this agreement and all information of the Discloser which is disclosed to or otherwise comes to be known by the Recipient, whether before or after the date of this agreement, which is in fact or which is reasonably regarded by the Discloser as confidential to the Discloser. This includes but is not limited to information relating to systems, marketing strategies, technology, processes, products, specifications, inventions or designs used or developed by the Discloser, trade secrets and know-how and information of a commercially sensitive nature.

Purpose means the purpose of enabling the Discloser and the Recipient to engage in commercial discussions regarding the Confidential Information.