Non Disclosure Non Use And Non Circumvention Agreement

Non Disclosure Non Use And Non Circumvention Agreement Template for Australia

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Key Requirements PROMPT example:

"I need a Non Disclosure Non Use And Non Circumvention Agreement for a potential joint venture with a technology startup in Sydney, where we'll be sharing sensitive AI algorithms and client data, requiring extra strict data protection provisions and a minimum confidentiality period of 5 years."

Document background

The Non Disclosure Non Use And Non Circumvention Agreement is essential in Australian business transactions where parties need to share sensitive information while maintaining strict control over its use and preventing business relationship interference. This document is particularly relevant when discussing potential business opportunities, joint ventures, or commercial transactions where one party needs to disclose confidential information while ensuring the receiving party doesn't use it for unauthorized purposes or attempt to circumvent the disclosing party in business dealings. The agreement is structured to comply with Australian legal requirements, including competition law constraints, and is commonly used in negotiations, due diligence processes, and business development discussions. It provides more comprehensive protection than a standard NDA by explicitly preventing both unauthorized use and business circumvention.

Suggested Sections

1. Parties: Identifies and defines the parties to the agreement

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives'

4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information

5. Non-Use Obligations: Restrictions on use of confidential information for any purpose other than permitted purpose

6. Non-Circumvention Obligations: Prohibitions on bypassing the disclosing party or directly approaching their business contacts

7. Permitted Disclosures: Circumstances under which confidential information may be disclosed

8. Security Measures: Required steps for protecting confidential information

9. Return or Destruction of Information: Obligations regarding handling of confidential information upon termination

10. Term and Termination: Duration of agreement and termination provisions

11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement

Optional Sections

1. Data Protection: Additional provisions when personal data is involved, addressing Privacy Act compliance

2. Intellectual Property: Specific provisions regarding IP rights when technical or proprietary information is involved

3. Representatives and Affiliates: Extended provisions when information needs to be shared with related entities or advisors

4. International Transfer: Additional provisions for cross-border information transfers

5. Industry-Specific Compliance: Provisions addressing specific industry regulations or compliance requirements

6. Marking Requirements: Specific requirements for marking or identifying confidential information

7. Non-Solicitation: Additional restrictions on soliciting employees or customers

8. Insurance: Requirements for insurance coverage related to confidential information handling

9. Audit Rights: Rights to audit compliance with confidentiality obligations

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed description or categories of confidential information covered

2. Schedule 2 - Permitted Purpose: Detailed description of the permitted use of confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols required

4. Schedule 4 - Authorized Representatives: List of authorized representatives who may access confidential information

5. Schedule 5 - Notice Requirements: Specific procedures for marking and handling confidential information

6. Appendix A - Data Handling Procedures: Step-by-step procedures for handling confidential information

7. Appendix B - Incident Response Plan: Procedures for responding to unauthorized disclosure or security incidents

Authors

Alex Denne

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

alex.den.21@genieai.co

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