Confidentiality Agreement
_________________________________________
(Your Full Name)
DATED
PARTIES:
1.
Paper Plus New Zealand Limited
2.
__________________________________(your full name)
BACKGROUND
The parties have agreed to make available Confidential Information to each other on the terms and
conditions set out in this Agreement.
The Parties agree as follows:
1.
DEFINITIONS
1.1
Definitions: In this Agreement, unless the context otherwise requires:
“Confidential Information” includes all information of any kind or form provided by or on
behalf of the Discloser in connection with the Purpose, or concerning the Discloser or any
related company (as defined in the Companies Act 1993) of it, but does not include
information which:
(a)
was, at the time the information was provided, available to the general public:
(b)
becomes, at a later date, available to the general public (other than as a result of a
breach of this Agreement( and then only after the later date;
(c)
the Recipient can show (i) was in its possession before the information was provided
by or on behalf of the Discloser or (ii) was developed independently by the Recipient
without reference to the information provided by or on behalf of the Discloser; or
(d)
was disclosed to the Recipient on a non-confidential basis by a third party who was
the lawful right to disclose the information to the Recipient.
“Discloser” means the party disclosing the Confidential Information to the Recipient.
“Purpose” means evaluating the information provided to enable a decision to be made on
the purchase of a Paper Plus Group franchise business.
“Recipient” means the party to whom the Confidential Information is disclosed.
2.
CONFIDENTIAL INFORMATION
2.1
Use of Confidential Information: The recipient will use the Confidential Information
solely for the Purpose and will not use the Confidential Information to procure any
commercial advantage over the Discloser.
2.2
Confidentiality: The Recipient will not disclose the Confidential Information to any
person, except:
(a)
with the Discloser’s prior written consent;
(b)
to its officers, employees and advisers to the extent necessary for the Purpose. The
Recipient agrees that it will preserve, and will procure that each member of the
Recipient’s Group and their advisers preserve, the confidentiality of the Confidential
Information and take proper and adequate precautions at all times and enforce such
precautions to preserve the secrecy and confidentiality of the Confidential
Information ;or
(c)
If required to do so by law or the rules of any stock exchange (provided that the
Recipient will use all reasonable endeavours to notify the Discloser prior to making
that disclosure).
2.3
Return of Confidential Information: The Recipient will return to the Discloser or, at the
Discloser’s option, destroy and confirm in writing the destruction of all records and copies of
the Confidential Information held by the Recipient, its officers, employees or advisers (in
any form) immediately on the Discloser’s request, provided that the Recipient will not have
to return or destroy Confidential Information that the Recipient is required to retain by law
or the rules of any stock exchange.
2.4
Security Measures: The recipient will at all times maintain adequate security measures to
prevent the Confidential Information being used or disclosed other than as permitted by
this Agreement.
3.
INTELLECTUAL PROPERTY
3.1
Intellectual Property Rights: All Confidential Information and any intellectual property
rights in it, remains the property of the Discloser.
4.
INDEMNITY
4.1
Indemnity: The Recipient will indemnify the Discloser against all losses, liabilities, costs,
claims and expenses of any kind sustained or incurred by the Discloser directly or indirectly
as a result of any breach by the Recipient of this Agreement.
5.
GENERAL
5.1
Variations: Any variation to this agreement must be in writing and signed by both parties.
5.2
Assignment: The Recipient may not assign this Agreement or any rights or obligations
under this Agreement without the Disclosers prior written consent.
5.3
Remedies: Each party will be entitled to all equitable remedies, including injunction and
specific performance if there is any breach of the terms of this Agreement, in addition to all
other remedies available to that party.
5.4
Law: This Agreement is governed by New Zealand law.
EXECUTION:
SIGNED for and on behalf of
Paper Plus New Zealand Limited
______________________________
Signature
______________________________
Print name
______________________________
Print title
SIGNED for and on behalf of
__________________________
______________________________
Signature
______________________________
Print name
______________________________
Print title