So that we can share with you as much information as we can to help you to make a decision to become part of the smartest growing brand in the industry, please complete the below Non-Disclosure Agreement:
This document is the copyright of IP Partnership. No part of this document may in any form or by any means (including, without limitation, electronic, mechanical, microcopying, photocopying, recording or otherwise) be used, copied, reproduced, stored in a retrieval system or transmitted without the prior written consent of IP Partnership. No express or any implied right (including, without limitation, any common law right) to use, copy, reproduce, store or transmit the whole or any part of this document is granted to any person or other legal entity including, without limitation, any party to this document without the prior written consent of IP Partnership. No common licence (if such a licence has arisen) to use, copy, reproduce, store or transmit the whole or any part of this document exists as the same has previously been negated and / or is hereby expressly negated.
In addition to a civil action including, an action for substantial damages for breach of copyright, contraventions of the copyright act may constitute criminal offences punishable by a heavy fine for a first offence. For a subsequent offence the penalty may be an even heavier fine and / or six (6) months imprisonment. Both individuals (including, without limitation, directors) and a company may be joined in any such legal actions.
This document is a chattel which remains the sole property of IP Partnership. The chattel must be returned to IP Partnership within twenty-four (24) hours after a request for same is made by IP Partnership.
All enquiries should be addressed to:
IP PARTNERSHIP Level 6, 64 Marine Parade Southport Qld 4215
THIS DEED made the date specified in Item 1 of the Schedule (Date of Deed)
BETWEEN that Corporation specified in Item 2 of the Schedule (Disclosing Party)
AND that person/Corporation specified in Item 3 of the Schedule (Recipient Party)
AND that person specified in Item 4 of the Schedule (Guarantor)
A. The Disclosing Party possesses the confidential information specified at Item 5 of the Schedule (Confidential Information) and owns the intellectual property specified at Item 6 of the Schedule (Intellectual Property).
B. The Disclosing Party has agreed to disclose the Confidential Information and Intellectual Property to the Recipient Party for the purpose specified at Item 7 of the Schedule (Specified Purpose) subject to the terms and conditions of this Deed.
C. The Recipient Party agrees that it is necessary to take all reasonable steps including the execution of this Deed to ensure that the confidentiality and security of the Confidential Information and Intellectual Property is protected.
D. The Disclosing Party requires the Guarantor become a party to this Deed to guarantee and undertake the performance and obligations recorded herein to be observed and performed by the Recipient Party.
THIS DEED OF CONFIDENTIALITY WITNESSETH AS FOLLOWS:
1. Access and Ownership
1.1 The Recipient Party acknowledges that the Disclosing Party is giving the Recipient Party access to the Confidential Information and Intellectual Property solely for the Specified Purpose.
1.2 The Recipient Party agrees to hold the Intellectual Property and the Confidential Information in strictest confidence for the benefit of the Disclosing Party and shall not disclose any such Intellectual Property or Confidential Information to any person or Corporation without the Disclosing Party’s written consent provided that the Recipient Party will not be deemed to have breached this Deed if it is required to produce any Intellectual Property or Confidential Information to the Recipient Party’s Solicitor, Accountant or other professional adviser or as otherwise ordered by any Court of law.
1.3 The Recipient Party acknowledges that this Deed does not create or transfer any interest in the Intellectual Property or Confidential Information nor any right in the Intellectual Property other than the limited right to use the Confidential Information contained in sub- clause 1.1 of this Deed.
2.1 The Recipient Party hereby agrees that it will use the Intellectual Property and Confidential Information solely for the Specified Purpose and in accordance with this Deed and for no other use without the prior written consent of the Disclosing Party.
2.2 The Recipient Party may not use the Intellectual Property or Confidential Information in any way to compete with the Disclosing Party nor make any extract or copy any part of the Confidential Information or Intellectual Property or cause to be printed or published any part of the Confidential Information or Intellectual Property without the Disclosing Party’s written consent.
2.3 The Recipient Party acknowledges that the Disclosing Party owns the Intellectual
Property and the Confidential Information.
3. Duties of Recipient Party
3.1 The Recipient Party will not and will ensure that its employees do not:
(a) Disclose any of the Confidential Information to any other person without the prior
written consent of the Disclosing Party;
(b) Copy or make a note or other record of part or all of the Confidential Information or Intellectual Property without the written consent of the Disclosing Party;
(c) Use all or any of the Confidential Information or Intellectual Property otherwise
than for the Specified Purpose.
3.2 The Recipient Party agrees that if it is uncertain whether any information is Confidential Information or Intellectual Property the Recipient Party will treat the information or material as if it were Confidential Information and as not being in the public domain unless and until the Disclosing Party agrees in writing that the information or material is in the public domain.
3.3 The Recipient Party will immediately notify the Disclosing Party of any unauthorised disclosure or use of the Confidential Information or Intellectual Property of which the Recipient Party becomes aware and will take all steps which the Disclosing Party may reasonably require in relation to such unauthorised discourse or use.
3.4 The Recipient Party will not be bound to keep confidential any information if and to the
(a) The information is or becomes part of the public domain otherwise than by a
breach of this Deed by the Recipient Party;
(b) The information is lawfully obtained by the Recipient Party from another person
without any restriction as to use and disclosure;
(c) The Disclosing Party has authorised in writing the disclosure of the information.
3.5 The Recipient Party agrees that at the conclusion of the Specified Purpose or upon the written request of the Disclosing Party at its own expense the Recipient Party will immediately deliver to the Disclosing Party all records, documents and materials containing or embodying the Confidential Information or Intellectual Property that are in the possession of the Recipient Party, its employees, or any person whom the Recipient Party disclosed all or any of the Confidential Information or Intellectual Property to whether or not with the consent of the Disclosing Party.
3.6 The Recipient Party acknowledges that it is responsible for making its own independent assessment of the Confidential Information and Intellectual Property made available to it and will not hold the Disclosing Party responsible for:
(a) Any errors or omissions in the Confidential Information or Intellectual Property
(b) Any loss incurred by the Recipient Party or refraining from acting as a result of
receiving the Confidential Information.
4. Indemnity and Remedies
4.1 The Recipient Party hereby agrees to indemnify and hold the Disclosing Party harmless from and against any and all demands, claims actions, suits, proceedings expenses including legal fees and outlays and any other liabilities resulting from the negligent intentional or unintentional disclosure to any third person of any Intellectual Property or Confidential Information in violation of this Deed or any other breach of this Deed by the Recipient Party.
4.2 The Recipient Party recognises that any breach of this Deed will cause the Disclosing Party irreparable injury and damages for which the Disclosing Party cannot adequately be compensated in damages or repair and in addition to any and all other remedies which may be provided by law or in equity the Disclosing Party shall have the right to restrain the breach of any provision of this Deed by injunction in any Court or other tribunal of competent jurisdiction.
4.3 The parties hereby agree that upon any breach of this Deed by the Recipient Party which results in revenue of any kind being received by the Recipient Party the Disclosing Party shall be entitled to recover in addition to any other remedies available to the Disclosing Party all revenue attributable to or arising from the breach of this Agreement.
4.4 The parties hereby agree that the indemnity in Clause 4 extends to and includes all costs, damages and expenses incurred by the Disclosing Party in defending and/or settling any such costs, expenses, actions, suits, proceedings, claims or demands including legal costs and disbursements on a full indemnity basis.
5. Duration of Deed
5.1 The Disclosing Party, the Recipient Party and the Guarantor agree that the covenants contained herein shall commence on the earlier of the Date of Deed and the first receipt by the Recipient Party of Confidential Information or Intellectual Property and shall continue in full force and effect until terminated by mutual Deed of the parties as evidenced in writing in a separate deed for that purpose.
6.1 The parties agree that any clause or part of a Clause of this Deed which is ineffective in
any jurisdiction is ineffective only to that extent in that jurisdiction.
6.2 The parties agree that where any clause or part of a Clause of this Deed is ineffective it
may be severed without affecting any other part of this Deed.
7.1 The parties agree that no right under this Deed is waived or deemed to be waived except
by notice in writing signed by the party waiving the right.
7.2 The parties agree that a waiver by one party under Clause 7.1 does not prejudice its
rights in respect of any subsequent breach of this Deed by the other party.
7.3 The parties agree that a party does not waive its rights under this Deed because it grants
an extension or forbearance to the other party.
8.1 The parties agree that a variation of this Deed will only be effective if in writing signed by
9.1 The parties agree that this Deed may be executed in any number of counterparts all of
which taken together constitute one instrument.
10. Governing Law and Jurisdiction
10.1 The parties agree that this Deed will be governed by the laws of the State of Queensland,
10.2 The parties irrevocably submit to the exclusive jurisdiction of the Courts of the State of
11. Provisions of General Application
11.1 The parties agree that this Deed does not and shall not constitute a partnership or joint venture by the parties or a licence between them or create any relationship of employer and employee.
11.2 The parties agree that this Deed does not constitute either party as an agent or a legal
representative of the other party in any manner whatsoever.
11.3 The parties agree that this Deed does not allow either party any authority to create or to assume in the name of any other party or on its behalf any obligations expressed or implied for any purpose by reason of the execution of this Agreement.
12.1 The Guarantor acknowledges that the Disclosing Party has entered into this Deed in reliance of the terms and conditions herein including the obligations by the Recipient Party in favour of the Disclosing Party and in consideration of the Disclosing Party agreeing to disclose certain information to the Recipient Party the Guarantor does jointly and severally undertake to guarantee to the Disclosing Party the due and punctual performance of the obligations of the Recipient Party and as contained herein.
Means all information passing from the Disclosing Party and from any director, employee, contractor, nominee, agent, consultant, adviser, or associate of the Disclosing Party to the Recipient Party relating to the Disclosing Party’s business including but not limited to data, know- how, designs, sketches, photographs, plans, drawings, specifications, layouts, ideas, concepts, reports, manuals, prototypes, methods, trade secrets, business and marketing information, arrangements and agreements with third parties, present or potential customer information and lists, concepts not reduced to material form and all other information whatsoever whether in writing or oral and includes any Confidential Information created by any of the directors, employees, contractors, nominees, agents, consultants, advisers or associate companies of the Disclosing Party.
Item 6 - Intellectual Property
(a) The Intellectual Property and other material which includes but is not limited to all or any part of the following - the patent rights, copyright, Marks, trade mark rights, logos, design rights, Confidential Information, drawings, documentation, insignias, emblems, know- how, Manual, training Manual, operations Manuals, material capable of copyright, techniques, marketing information, the corporate image, loyalty programs, training programs, training methods, training materials, procedures, policies, systems, computer software, source and object codes, databases, documents, plans, program listings,
scripts, security codes, specifications, accounting practices, all material whether printed, audio or visual or recorded on computer software, all drawings, artworks, icons, internet listing directory listings, telephone and facsimile numbers, email address, Business Name, domain names Web sites, Web page, Web design material, other computer or software identifications and other business listings, Customer lists, Licensees lists, Customer information, Licensee information, Plant and Equipment Lists, Plant and Equipment particulars and specifications, Goods Lists, Goods Particulars, Goods specifications, Licensor specifications, Supplier information, Supplier Lists, Supplier Contacts, Customer Referral Procedure, enquiry and advertising material and records, concepts, design and materials, Premises and Fit Out Specifications, Fit Out Particulars, Licensor’s Specifications - for Premises, Premises particulars, certification methods, Business Names, all Documentation and any other item or material whether Licensed to or owned by the Disclosing Party and used directly or indirectly in the Disclosing Party’s business whether existing at the date of this Deed or coming into existence thereafter and any variation or modification thereto.
(b) Copyright is claimed in the operations and training manuals and other recorded material including Confidential Information being marketing and operations methods, plans, developments and plans for the Disclosing Party’s business made by the Disclosing Party throughout the operation of the business and the methodology of the carrying on of the Disclosing Party’s business.
(c) Trade Marks both registered and unregistered trademarks used by the Disclosing Party to promote the Disclosing Party’s business and any other logos or phrases which form part of the Disclosing Party’s business including but not limited to as under:
• 5ive Element Fitness.
(d) Moral Rights means rights of integrity, rights of attribution and other rights of an analogous nature which exist at the Date of Deed or come into existence during the term or any renewal term of this Deed including without limitation moral rights and the right to be identified as author or director under Pt IX of the Copyright Act 1968 (Cth).
Item 7 - Specified Purpose
(a) To allow the Recipient Party to perform any training, employment or contracting for the
(b) To allow the Recipient Party on the Disclosing Party’s instructions to use all or any of the
Intellectual Property for:
(i) Tasks, research or similar that the Disclosing Party may request of the Recipient
(ii) The development of new Intellectual Property including but not limited to trade
marks, logos, designs, colour schemes, diagrams, plans and similar materials;
(iii) Forecasting, business planning, schedules of development and similar.
(c) For any other purpose as agreed in writing between the Disclosing Party and the
EXECUTED as a Deed and delivered on the date hereinbefore mentioned.
EXECUTED by the Disclosing Party 5IVE ) ELEMENT STUDIOS PTY LTD ACN 636 762 ) 975 in accordance with Section 127(1) of the By inputing your details below form you agree to the above terms and conditions