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Confidentiality And Non Circumvention Agreement Template for Australia

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Key Requirements PROMPT example:

Confidentiality And Non Circumvention Agreement

"I need a Confidentiality and Non-Circumvention Agreement for my Australian technology company that will be sharing sensitive software development information with a potential manufacturing partner in Singapore, with special attention to protecting our intellectual property and preventing them from approaching our existing clients."

Document background
The Confidentiality and Non Circumvention Agreement is essential in business negotiations and relationships where sensitive information needs to be shared while protecting business interests and relationships. This document is particularly relevant in Australia where it operates under federal and state legislation, including the Privacy Act 1988 and Competition and Consumer Act 2010. It's commonly used during business negotiations, joint ventures, investment discussions, or when engaging with consultants or service providers. The agreement typically covers definitions of confidential information, permitted uses, security measures, non-circumvention obligations, and remedies for breach. It's structured to comply with Australian legal requirements while providing practical protection for business relationships and intellectual property.
Suggested Sections

1. Parties: Identifies and provides full legal details of all parties to the agreement

2. Background: Explains the context and purpose of the agreement, including the nature of the business relationship

3. Definitions: Defines key terms including 'Confidential Information', 'Circumvention', 'Authorized Purpose', and other relevant terms

4. Confidentiality Obligations: Details the core obligations regarding protection, non-disclosure, and permitted uses of confidential information

5. Non-Circumvention Obligations: Specifies restrictions on direct contact or business dealings that bypass the disclosing party

6. Permitted Disclosures: Outlines circumstances where confidential information may be disclosed, including to employees, advisors, or as required by law

7. Security Measures: Specifies required security measures for protecting confidential information

8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request

9. Term and Survival: Specifies the duration of the agreement and which obligations survive termination

10. Breach and Remedies: Outlines consequences of breach and available remedies including injunctive relief

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Intellectual Property Rights: Additional provisions protecting IP rights when the confidential information includes IP - recommended when sharing technical information or trade secrets

2. Non-Solicitation: Prevents poaching of employees or clients - useful when parties will have access to information about each other's human resources or client relationships

3. Data Protection Compliance: Specific obligations regarding personal data handling - necessary when confidential information includes personal data

4. Export Control Compliance: Requirements for handling export-controlled information - needed for international agreements or sensitive technical information

5. Publicity and Announcements: Restrictions on public statements about the relationship - useful for sensitive business relationships

6. Insurance Requirements: Obligations to maintain specific insurance coverage - relevant for high-value or high-risk information sharing

7. Audit Rights: Rights to audit compliance with security measures - important for highly sensitive information or regulated industries

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information covered by the agreement

2. Schedule 2 - Authorized Personnel: List of individuals authorized to access confidential information

3. Schedule 3 - Security Protocols: Detailed security requirements and procedures for handling confidential information

4. Schedule 4 - Approved Purpose: Detailed description of the permitted use of confidential information

5. Schedule 5 - Notice Details: Contact information and procedures for serving notices under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























Clauses

























Relevant Industries

Technology & Software

Manufacturing

Financial Services

Healthcare & Pharmaceuticals

Professional Services

Real Estate

Energy & Resources

Retail & Consumer Goods

Media & Entertainment

Telecommunications

Biotechnology

Construction & Engineering

Education & Training

Research & Development

Relevant Teams

Legal

Business Development

Executive Leadership

Finance

Procurement

Research & Development

Sales

Operations

Compliance

Information Technology

Strategic Planning

Corporate Development

Investment

Innovation

Relevant Roles

Chief Executive Officer

Business Development Manager

Legal Counsel

Chief Financial Officer

Investment Manager

Procurement Manager

Research Director

Project Manager

Sales Director

Strategic Partnership Manager

Innovation Manager

Compliance Officer

Operations Manager

Chief Technology Officer

Venture Capital Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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