PROTECTING YOUR IDEA

We have provided this simple Non-Disclosure Agreement (NDA) to give you confidence that we understand the potential value of your ideas and that they are your intellectual property (IP).

This NDA will prevent us from sharing your ideas without your consent. Being a mutual NDA, it also restricts you from sharing our IP without our consent, which is primarily our know-how, processes and documentation.

Read through the NDA below, complete your details at the end, and click on the submit button. You will receive a copy of your NDA via email and be taken to the ‘Idea Summary’ Form.

If you have any questions before submitting this NDA, please contact me direct: Graham McCorkill – phone: 0417 955 913  |  email: graham@kuboom.com.au

 

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure agreement (the “Agreement”) is entered into by the “parties” (described fully at the end of this Agreement) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure by one or each of certain proprietary and confidential information (the “Confidential Information”).

“Disclosing Party” refers to each party respectively, when either of them is disclosing information to the other and “Receiving Party” refers to each party respectively, when either of them is receiving information from the other.

The parties agree as follows:

Confidential Information

For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a notice in writing indicating that such oral communication constituted Confidential Information.

Exclusions from Confidential Information

Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.

Ownership of Confidential Information

All Confidential Information shall be and remain the property of Disclosing Party and the Receiving Party shall not acquire any interest, licence or other right in the Confidential Information.

Obligations of Receiving Party

Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

Time Periods

This Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect for 12 months from the date of this Agreement or until whichever of the following occurs first: (a) Disclosing Party sends Receiving Party written notice releasing it from this Agreement, or (b) Confidential Information disclosed under this Agreement ceases to be confidential.

Compelled Disclosure

In the event that Receiving Party is required by law to disclose any Confidential Information, Receiving Party shall promptly notify Disclosing Party, allowing Disclosing Party to oppose such process and cooperate to the fullest extent possible in such opposition at the cost of the Disclosing Party.

Relationship of Parties

No right or license, express or implied, is granted to the Receiving Party with respect to any Confidential Information. Nothing in this Agreement creates an agency, joint venture, partnership or employee relationship between Disclosing Party and Receiving Party.

Severability

If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

Entire Agreement, Amendments

This Agreement contains the entire agreement of the parties and supersedes any and all prior agreements, written or oral, between the Receiving Party and the Disclosing Party relating to the subject matter of this Agreement. This Agreement may not be amended unless agreed to in writing by both parties.

Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. Any waiver or consent given by the Disclosing Party must be in writing but shall be effective only as to that instance and will not be construed as a bar to or waiver of any right on any other occasion.

Successor and Assigns

This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party.

Governing Law and Counterparts

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Victoria, Australia.

 

Each party has executed this Agreement as per the details below:

Party 1

Name:

Graham McCorkill

Company:

Kuboom – Startup Innovation

Date:

May 25,2022

Agreed:

Graham McCorkill

 

Party 2

Complete the details below to execute this Mutual Non-Disclosure Agreement.

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