DATA DISCLOSURE
AGREEMENT
Drafting Note
Please delete before sending outside UQ
The specific details for this contract need to be updated.
These details are highlighted in yellow and square
brackets.
Use this document when UQ is the recipient of data from a
third party. It includes additional protections for UQ under
relevant privacy legislation. This agreement should not be
used if the data is contained in a report (an IP licence will
be required to use the copyright).
Please note this document refers to students so a Student
IP and Confidentiality Assignment Agreement will need to
be entered into.
Key considerations include whether publication is required.
Please revert to Research Legal if edits or amendments
are required.
RPM Template _Data Disclosure Agreement
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Data disclosure agreement
Parties
Recipient
The University of Queensland ABN 63 942 912 684
a body corporate constituted under the University of
Queensland Act 1998 (Qld)
Discloser
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Confidentiality
(a)
(i)
keep the Data confidential;
[insert]
(ii)
take all reasonable steps to keep the Data
secure;
(iii)
not use or copy the Data for any purpose other
than the Approved Purpose;
(iv)
only allow access to the Data to the employees,
students, contractors and agents of the
Recipient who have a need to know that Data
for the Approved Purpose; and
(v)
not disclose the Data to any third party.
of [Insert party address]
Background
A
The Data will be provided to the Recipient.
B
The parties wish to document the basis on which the Data is
to be provided as set out in this agreement.
Operative terms
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Definitions and interpretation
1.1
Definitions
(b)
The Recipient may disclose the Data to third parties
only with the prior written consent of the Discloser.
(c)
The Discloser warrants that it will comply with
Relevant Privacy Laws and has obtained all necessary
permissions and consents required to disclose the
Data to the Recipient for the Approved Purpose.
In this agreement:
Approved
Purpose
means use for the purpose of carrying out the
Project including generating publications.
(d)
Data
means data, materials or other information
provided by the Discloser or collected by the
Recipient in the course of the Project.
The Discloser will indemnify the Recipient, its
personnel and students from all loss or damage
(including legal fees) suffered in connection with the
disclosure of Personal Information to the Recipient.
(e)
The obligations of confidence contemplated by this
clause 2 do not apply to Data:
Personal
Information
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The Recipient must:
of Brisbane in the State of Queensland 4072
personal information means information or an
opinion about an identified individual, or an
individual who is reasonably identifiable:
(i)
that the Recipient can show was already known
to, in the rightful possession of or independently
developed by the Recipient in good faith and
free of any obligation of confidence;
(a)
whether the information or opinion
is true or not; and
(ii)
(b)
whether the information or opinion
is recorded in a material form or
not.
the Recipient can show is in the public domain
otherwise than by a breach of this agreement or
other obligation of confidence; or
(iii)
that is required to be disclosed under applicable
law, but only if the Recipient has given the other
party notice of that requirement and only
discloses the minimum information required.
Project
means the randomised controlled trial of an
intervention to improve the health of adults with
intellectual disability.
Relevant
Privacy
Laws
means the Privacy Act 1988 (Cth), Information
Privacy Act 2009 (Qld), the Public Health Act
2005 (Qld), the Hospital and Health Boards Act
2009 (Qld) and any other legislation (including
delegated and subordinate legislation such as
regulations), code or guideline which applies in
the jurisdiction where the Project is to be
conducted and which relates to the protection of
Personal Information.
4
Obligation to disclose of confidence
If the Recipient becomes aware that:
(a)
the Recipient has breached this agreement or any
other obligation of confidence owed by the Recipient
to the Discloser; or
(b)
any third party has breached any obligation of
confidence owed by that third party to the Discloser,
with respect to the Data, then the Recipient must
immediately notify the Discloser and take all steps
reasonably required by the Discloser in relation to that
breach of confidence.
Interpretation
In this agreement:
(a)
(b)
(c)
no rule of construction applies to the disadvantage of
the party that drafts this agreement on the basis that
the party suggested the relevant drafting;
references to a party mean the Discloser or the
Recipient and references to the parties mean both of
the Discloser and the Recipient; and
words such as “includes” and “including” do not
impose any limitation on the construction of general
language that is followed by specific examples.
RPM Template _Data Disclosure Agreement
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Provision of publications
[OPTIONAL: Consider whether these restrictions are
appropriate and whether publications should be made
available to the Discloser.]
(a)
The Recipient agrees that any Data must be deidentified prior to the inclusion of that Data in any
publication.
(b)
The Recipient agrees to provide the Discloser with a
copy of any portions of draft publications that contain
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Data, to allow the Discloser to confirm that such
publications and theses comply with clause 5.
(c)
The Recipient agrees to provide the Discloser with a
copy of each publication generated during the course
of the Project.
Execution
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Term
(a)
(b)
(c)
(d)
(e)
This agreement commences on the date of entry into
this agreement and continues until terminated in
accordance with this clause 6.
If the Recipient commits a material breach of this
agreement the Discloser may terminate this
agreement by notice in writing to the Recipient.
SIGNED for and on behalf of
THE UNIVERSITY OF
QUEENSLAND
by its duly authorised officer:
in the presence of:
Each party expressly waives any rights it may have to
terminate this agreement other than as contemplated
by this clause 6.
..............................................
..............................................
On termination of this agreement:
Director
Witness (Print Name)
(i)
accrued rights or remedies of a party are not
affected; and
Research Partnerships
(ii)
the Recipient must destroy or deliver to the
other party any Data in the Recipient’s
possession.
Termination of this agreement will not affect any
provisions of this agreement that are intended to come
into force or continue after the termination including
clauses 3 and 4.
..............................................
Date:
SIGNED for and on behalf of
7
General
[DISCLOSER]
7.1
Relationship
by its duly authorised officer:
in the presence of:
..............................................
..............................................
(Print Name)
Witness (Print Name)
..............................................
..............................................
Title
Date:
This agreement does not create a relationship between the
parties of trust, agency, partnership or employment.
7.2
Entire agreement
This agreement:
(a)
contains the entire agreement of the parties; and
(b)
supersedes all prior representations, conduct and
agreements,
with respect to its subject matter, except to the extent that
any express guarantees have been given by a party as
contemplated by section 59 of the Competition and
Consumer Act 2010 (Cth).
7.3
Costs
Each party is responsible for its own costs of entering into
and performing this agreement.
7.4
Jurisdiction
The laws of Queensland, Australia apply to this agreement
and each party irrevocably submits to the non-exclusive
jurisdiction of the courts of Queensland, Australia and courts
competent to hear appeals from those courts.
7.5
Waiver
A right under this agreement may only be waived by a party
in writing to the extent expressly set out in that waiver.
7.6
Severability
To the extent that any portion of this agreement is void or
otherwise unenforceable then that portion will be severed
and this agreement will be construed as if the severable
portion had never existed.
7.7
Counterparts
(a)
This agreement will be validly executed if signed in
any number of counterparts and the counterparts
taken together will constitute one agreement.
(b)
Each party may communicate its execution of this
agreement by successfully transmitting an executed
copy of this agreement by facsimile or email to the
other party.
RPM Template _Data Disclosure Agreement
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