AS AT 5 August 2022
I agree to the terms and conditions of the below confidentiality deed. I understand that in the process of enquiring about a TDDA franchise territory I will be receiving confidential information from TDDA to assist in my due diligence. I understand this information is to be used by me, for the intention in which it is shared by TDDA and will not be shared or distributed by me unless as part of my due diligence process (in deciding whether a TDDA territory purchase is right for me or not). I understand that I can share this information with my expert business advisors as part of my due diligence process and that they cannot use it for any purpose other than to advise me on my due diligence.
I agree to keep confidential all Confidential Information disclosed to me by or on behalf of The Drug Detection Agency (TDDA), on the terms set out as part of this deed.
1. Confidential Information means:
a. all information (in any form) disclosed by or on behalf of TDDA in relation to the Purpose, whether before or after the date of this Deed;
b. any information derived from or containing any of the information described in (a) above; and
c. the fact this Deed has been agreed to by ticking the relevant box or that discussions are taking place in relation to the Purpose,
but does not include information:
d. that is or becomes publicly available (other than through a breach of this Deed);
e. obtained from another source that did not, to my knowledge, owe a confidentiality obligation to TDDA; or
f. developed independently by me without using any Confidential Information;
2. Confidentiality Obligations
2.1 Except as expressly permitted by this Deed, I understand I must:
a. receive and hold all Confidential Information in strict confidence;
b. ensure that it has proper and effective security measures in place to safeguard the Confidential Information from unauthorised use, copying or disclosure; and
c. immediately notify TDDA of any suspected or actual breach of this Deed and take all steps reasonably required to prevent or stop the suspected or actual breach.
3. Ownership of Confidential Information
3.1 All Confidential Information (including any copies, reproductions and written versions of Confidential Information) will remain the property of TDDA. The disclosure of Confidential Information does not transfer any intellectual property rights in that Confidential Information to the Recipient.
4. Use and Disclosure of Confidential Information
4.1 Subject to clause 4.3, I understand I:
a. must use or copy the Confidential Information only for the purpose for which it was sent to me; and
b. may disclose the Confidential Information only to my Representatives provided that:
i. the disclosure is on a strictly need to know basis and only for the purpose for which it was sent to me; and
ii. I have informed the Representative of the confidential nature of the Confidential Information and the Representative has agreed to comply with the terms of this Deed.
4.2 A breach of this Deed by a Representative is deemed to be a breach of this Deed by me.
4.3 Notwithstanding clause 4.1, I understand I may disclose the Confidential Information to the extent required by law (including the rules of any stock exchange to which the Recipient is subject), provided that before disclosing any Confidential Information, I must (to the extent permitted by law):
a. promptly notify TDDA of the disclosure requirement; and
b. co-operate with TDDA to agree the content of any disclosure, and take such steps as TDDA may reasonably require to resist disclosure or obtain assurance that the information will be kept confidential; and
c. only disclose that part of the Confidential Information which is legally required to be disclosed.
5. Obligations Indefinite
5.1 I understand my obligations under this Deed continue indefinitely until all Confidential Information becomes publicly available or TDDA and I agree in writing that my obligations will cease.