NDA-Int-LevT

Download as pdf or txt
Download as pdf or txt
You are on page 1of 2

CONFIDENTIALITY UNDERTAKING

& RESTRAINT
THIS UNDERTAKING is given on / /202

By Contractor :

(National ID no) :
Your Country

To Employer : Australian Automated Levitated Transportation Pty Ltd


& Any Company related to it
Melbourne, Australia

RECITALS
• The Employer has engaged the Contractor to perform certain services pursuant to his/her terms of agreement.
The Contractor is to be involved in the business of the Employer, its clients and/or ancillary matters and may
receive confidential information.
• In consideration of the Employer providing the Confidential Information to the Contractor, the Contractor
undertakes and agrees to keep the Confidential Information confidential, on the terms and conditions set out in
this Undertaking.

"Confidential Information" means;


• All information provided by the Employer to the Contractor in relation to the business, its clients and ancillary
activities.
• All information in relation to the Employer or to its joint or several activities which may be disclosed to the
Contractor for the purposes of, or which comes into the possession or to the knowledge of the Contractor in
the course of carrying out his/her employment.
• The fact of the Contractor having received information pursuant to this Undertaking and the fact of the
business, its clients, perspective clients and ancillary activities being carried out.
• Information relating to the business of the Employer or its clients including but not limited to information,
reports, records, audio visual material, firmware, tapes, discs, all intellectual and industrial property, trade
secrets, client lists and other client information, sales and marketing information, financial and accounting
details, information concerning the remuneration of Contractor, consultants or directors, financial
arrangements with suppliers or clients, terms of business with clients and client financial information of any
kind.
• All designs, drawings, documents and other materials developed by the Contractor under the instruction of the
employer.
• All documents and other materials developed by the Contractor in the performance of the business, its clients
and ancillary activities based on any such information.
• All source codes and software written by the Employer or his company.
• The scientific solutions included within and the methodology behind that software.
• The Mechanical designs of the Employer machines/system, its drawings and the methodology behind these
designs.
• The Electronic designs of the Employer, its drawings and the methodology behind these designs.
• The Electric designs of Employer machines, its drawings and the methodology behind these designs.

EXECUTED as an Undertaking
For and On Behalf of
Signature ...................................
Print Name ...................................
Title .....Mr/Ms.............................
Date ...........................................
Terms and Conditions
Non-Disclosure, Non-Use, Non-Solicitation, Non-Compete & Non-Partnership

• Unless the Employer gives its prior written consent to do otherwise the Contractor shall keep all
Confidential Information in confidence. He/She will Not Disclose or discuss any of this information
with anyone without the permission of the Employer.
• The Contractor shall take all steps reasonably necessary to secure Confidential Information against theft
or other unauthorised disclosure, access or use.
• The Contractor shall return or deliver to the Employer all Confidential Information in written, graphic or
other tangible form, including copies and extracts thereof, on completion of any business and ancillary
activities, or on earlier request by the Employer. If any copy of the Confidential Information is recorded
by an electronic means it should be deleted/destroyed.
• If such copy(s) is not returned or deleted by mistake such copy shall remain the property of the
Employer.
• Copyright and ownership in any of the Employer's material (which is defined as any material provided by
the Employer to the Contractor for the purposes of the Contractor's services including, but not limited to
documents, equipment, information and data stored by any means) shall be and shall remain the property
of the Employer or any other rightful proprietor claiming through the Employer as the case may be and
the Contractor shall lay no claim of any nature whatsoever to such Employer or third party material.
• The Contractor shall not remove from the Company premises any material or tools without written
permission to do so.
• The Contractor shall not take any photos of any part of the Employer factory or the material included in
that factory unless being instructed in writing.
• The contractor shall Not Use the work he/she is contracted to generate for any purpose whatsoever,
including personal use, without the written consent of the employer.
• The Contractor will destroy any copy of the work he/she has generated when the employer asks him/her
to do so.
• This Undertaking is irrevocable and shall continue in effect irrespective of the completion of the business
and ancillary activities.
• Notwithstanding the foregoing provisions, the Contractor shall be free to disclose Confidential
Information if so directed by an authority whose direction has the force of law, provided that the
Contractor agrees to give the Employer immediate notice of any such disclosure.
• The Contractor will Not Solicit the Employer clients during or 5-year after his/her employment term.
• The Contractor will not do work for the Employer Competitors or Compete in any manner with the
employer during or after his/her employment term. This competition can be through Partnership with
others or otherwise.
• The contractor is not permitted to use the work developed for the Employer as part of his portfolio.
• The contractor is not permitted to publicize (over the internet or otherwise) the work developed for the
Employer.
• The Contractor acknowledges that damages would not be an adequate remedy in the event of a breach of
this Undertaking and that the Employer is therefore entitled to seek injunctive relief to prevent or limit a
breach of this Undertaking.
• This Undertaking shall be governed by the law of Australia& International law.
• The Contractor acknowledges that he/she taken the time to carefully reads, fully understands the
contents of this undertaking and he/she has taken or arbitrary has chosen not to take legal advice
regarding the meaning and the consequence of this undertaking.

EXECUTED as an Undertaking
For and On Behalf of

Signature .........................................
Print Name .........................................
Title .........Mr/Ms...................
Date ..........................................

You might also like