AGREEMENT RELATING TO DISCLOSURE OF CONFIDENTIAL INFORMATION
[HAYING THE PURPOSE OF PROTECTING THE INTERESTS OF PROVIDER AND RECIPIENT]

The Providerof the information is_____________________________________________
The Recipient of the information is____________________________________________

INTRODUCTION

The Provider has agreed to disclose to the Recipients the information more particularly specified in the Schedule on sheet two which shall be disclosed upon the Recipient and Provider signing the Execution below. The information thus disclosed by the Provider, will be disclosed only for the purposes set out in the Schedule. The information to be provided is of a secret and confidential nature, and is of commercial value to the Provider. It is in order to protect and maintain the secrecy, and confidentiality of this agreement and hence the value of the information, that the Recipient has agreed to enter into this agreement..

AGREEMENT



    1. Except as provided otherwise in this agreement, the Recipient shall not disclose or cause to
be disclosed to any person, any of the information in the Schedule unless authorised to do so by the Provider.
    2. The Recipient shall not use this information in the Schedule for any purpose other than the purposes referred to in the Schedule.
    3. The Recipient shall, upon demand by the Provider, return to the Provider all of the information in the Schedule (including all copies or reproductions of the same) which is in documentary form or othervise reasonably capable of being returned, in the possession of or under the control of the Recipient or any persons to whom the information in the Schedule has been disclosed by or on behalf of the Recipient
    4. Notwithstanding the foregoing provisions of Ibis agreement, the Recipient shall be entitled to disclose the information in the Schedule to such of its officers, employees and sub-contractors as is necessary to enable such persons to evaluate and use the information in the Schedule for the purposes set out in the Schedule. The Recipient shall use all reasonable endeavours to prevent any unauthorized use or disclosure of the information in the Schedule by any such person.
    5. Any information in the Schedule which is approved by the Provider for disclosure by the Recipient, and any such iniformation which is in breach of, or non-performance by the Recipient or of any of the persons referred to in Clause 4 or any of its or their obligations under this agreement shall be or shall not be or as the case may be cease to be subject to the restriction contained in this agreement when:
       [a] such information is independently acquired or developed by the Recipient or any of its subsidiaries without benefit or use of any of the information in the Schedule herewith
       [b] such information is proven to be publicly known, or comes to be publicly known, after the date of this agreement, other than through breach or non-performance by the Recipient or any of the persons referred to in Clause 4 or any of their or its or their obligations under this agreement,
       [cJ such information is lawfully received by the Recipient or any of its subsidiaries from a third party not owing directly or indirectly any obligation of confidentiality to the Provider [or any of the Provider's related companies].
    6. It is agreed that any alteration or ‘improvement” directly derived from the information in the  Schedule disclosed shall be deemed to be covered by the agreement.
    7. It is agreed that a reference to a “person” includes an individual. firm,company, corporation,, unincorporated body of persons, state or government or any agency thereof, and any other body or entity [in each case whether or not having separate legal personality- and a reference to a “company”.
    8. If either or both of the parties in this agreement are subject to a takeover by a third party these presents shall apply equally to that third party.
    9. This agreement shall be governed by, and construed in accordance with, the laws of New Zealand.

DATED the__________________________day of _____________________________2000 

SIGNED for and on behalf of the Provider____________________by___________________ 

SIGNED for and on behalf of the Recipient___________________by___________________

Witnessed by_____________________________and_______________________________
 


 [Sheet one of two]


THE SCHEDULE

The information which is now disclosed comprises:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
 
 

The purposes for which the information is disc1osed comprises::
 
 

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

  [Sheet two of two]





****** This is a sample and is not to be considered as legal advice of any sort. ******
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