Mutual None Disclosure Agreement

Agreement dated:       /       /      . 

Parties

A) Chronolabs of 10/466 Ilawarra Rd, Marrickville, NSW, 2204, Australia; and associates.
B)                                of                                                                                  ; and associates.


Contents

Parties
Introduction.
Interpretation
Definitions: In this Agreement
And includes
Interpretational rules
Disclosure and use of confidential information
Mutual obligation of confidentiality
Restrictions on use
A Receiving Party must:
Excluded Information
Period of Confidentiality.
Return or destruction of confidential information
The Receiving Party must, immediately on demand by the Disclosing Party:
Urgent relief
Disclaimers
Notices.
Service Method
Receipt
General
Severability
Assignment
Counterparts
Entire agreement
Waiver
Governing law and jurisdiction
Signed as an agreement

Introduction

Chronolabs and the Company are engaged in discussions and, potentially, contract negotiations concerning business operations, and, during such discussions, may disclose Confidential Information to each other (the "Purpose").
The mutual objective of Chronolabs and the Company is to provide appropriate protection for the Confidential Information and accordingly, Chronolabs and the Company agree that the Confidential Information will only be used in accordance with the terms and conditions set out in this Agreement.
All parties are paid through the Invoicing system, bank or similar financial gateway on a fortnightly basis.
The parties agree:

Interpretation

Definitions: In this Agreement

Agreement means this agreement and the Schedule attached;
Confidential Information means information (disclosed before or after this Agreement is signed) whether it is written, electronic, oral, and visual, recorded, observed or in any other form that:

And includes
Information relating directly or indirectly to or about a party including past, existing or future financial information and/or business information, including details of costing, sales plans, marketing plans, financial plans, accounts and assets;

Receiving Party means the party that receives all or any part of the Confidential Information;
Software means computer software of any type or form in any stage of actual or anticipated research and development, including but not limited to programs and program modules, routines and subroutines, processes, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), data or application systems code, source code, object code and load modules, programming patches and system designs
Hardware means computer hardware or any device of any physical type or form in any stage of actual or anticipated research and development, including but not limited to embedded hardware and micro-particle modules, routines and subroutines, processes, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), data or application systems code, source code, object code and load modules, programming patches and system designs in pertinence to the hardware in question.

Interpretational rules

Disclosure and use of confidential information

Mutual obligation of confidentiality
In consideration of the disclosure of Confidential Information by either party, Chronolabs and the Company agree to hold the Confidential Information in strict confidence and to use the Confidential Information solely for the Purpose .

Restrictions on use

A Receiving Party must:

Immediately inform the Disclosing Party if it suspects, or becomes aware of, any unauthorised use, copying or disclosure of the Confidential Information and take whatever reasonable action is required by the Disclosing Party to limit the damage caused by such unauthorised use, copying or disclosure. Not directly or indirectly disclose, display, provide, transfer, or otherwise make available all or any part of the Confidential Information to any person or entity at any time during the period in which the Receiving Party has access to the Confidential Information, except as permitted by this Agreement or unless the Disclosing Party has given its prior written consent:

Excluded Information
This Agreement does not apply to any Confidential Information that a Receiving Party can document in writing:

Both parties are required to be disclosed pursuant to a judicial or legislative order or proceeding, provided the Receiving Party will not disclose any Confidential Information without first using its best efforts to inform the Disclosing Party of such legal requirement, giving the Disclosing Party a reasonable opportunity to contest such requirement and to the maximum extent possible, minimises the disclosure of the Confidential Information.
Period of Confidentiality
The obligations of confidentiality contained in this Agreement will continue for two decades from the earlier of the first disclosure of Confidential Information or date of this Agreement.

Return or destruction of confidential information

The Receiving Party must, immediately on demand by the Disclosing Party:

Return to the Disclosing Party all documents, reports, notes, memoranda, computer media and other material which record, contain, relate in any way to or are based on part or all of the Confidential Information (including all copies) which were provided to or obtained by the Receiving Party or prepared or made by, for or on behalf of the Receiving Party as a result of or in connection with the Confidential Information:


Urgent relief

The parties acknowledge that damages may be inadequate compensation for breach of an obligation under this Agreement and, subject to the court's discretion, the Disclosing Party may restrain by an injunction or similar remedy, any conduct or threatened conduct which is or would be a breach of an obligation under this Agreement.

Disclaimers

The Disclosing Party provides all Confidential Information to the Receiving Party without any warranties of any kind.
Neither this Agreement or any disclosure of Confidential Information grants to the Receiving Party any right or licence under any trademark, copyright or other intellectual property right owned now or in the future by the Disclosing Party.

Notices

Service Method
Any notice to or by a party under this Agreement must be in writing and signed by the sender and may be served by delivery in person or by post or transmission by facsimile to the address or number of the recipient specified on the first page of this Agreement or most recently notified by the recipient to the sender.
Receipt
Any notice shall be effective for the purposes of this Agreement upon delivery to the recipient or production to the sender of a facsimile transmittal confirmation report prior to 4.00 pm local time on a business day in the place in or to which the written notice is delivered or sent or otherwise at 9.00 am on the next business day following delivery or receipt.

General

Severability
Any provision of this Agreement which is invalid in any jurisdiction shall be ineffective in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.
Assignment
A party shall not assign or otherwise transfer any right or liability under this Agreement without the prior written consent of each other party.
Counterparts
This Agreement may be executed in any number of counterparts, all of which taken together shall be deemed to constitute one and the same document.

Entire agreement
This Agreement is 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.
Waiver
Any waiver of any right, power, authority, discretion or remedy arising on any default under this Agreement must be in writing and signed by the party granting the waiver. A failure or delay in exercise, or partial exercise, of a right, power, authority, discretion or remedy created or arising on default under this Agreement does not result in a waiver of that right, power, authority , discretion or remedy .
Governing law and jurisdiction
This Agreement shall be governed by and construed under the law of the state of New South Wales and each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales.

Signed as an agreement

Signed for and on behalf of Chronolabs (ABN: 41 460 248 629 ) by its duly authorised officer either as the public office or director or authorised personal or individual entity in the presence of:

 

......................................................................................................................

Witness Name (printed):                                                           

 

.....................................................................................................................

Authorised Chronolabs Officer (printed):                                                   

Position (printed):                                                 

 

Signed for and on behalf of  RBN: _____________________

by its duly authorised officer in the presence of:
_________________________

 


......................................................................................................................

Witness Name (printed):_________________________



.....................................................................................................................

Authorised Officer Name (printed): _________________________

Position (printed): _________________________