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Confidentiality, Intellectual
Property & Restraint Deed
Date: _________________________
THIS DEED is made on the date specified in the place of execution of this Agreement
PARTIES
INTRODUCTION
B. The Principal agrees to disclose Confidential Information to the Contractor for the
C. In Process
Permitted Purpose only, on the terms of this Deed.
In consideration of the Principal entering into this Deed, the Contractor also agrees to
certain restraints to protect the goodwill of the Principal and also agrees to the
assignment of any Intellectual Property created by the Contractor for the Principal
pursuant to the Project.
OPERATIVE PROVISIONS
1. INTERPRETATION
1.1 Definitions
(b) any person engaged to provide legal, financial or other professional advice to the
Contractor in relation to the Permitted Purpose; and
(c) any other person nominated by the Contractor in writing to the Principal and to
whom the Principal has consented in writing.
(a) for determining when a notice, consent or other communication is given, a day
that is not a Saturday, Sunday or public holiday in the place to which the notice,
consent or other communication is sent; and
(b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on
which banks are open for general banking business in Brisbane.
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Confidential Information means information of the Principal in any form or media, and
whether given or acquired directly or indirectly before or after the date of this Deed, but
excludes the Excluded Information. Confidential Information includes information:
(b) concerning the Principal's, or any related body corporate's past, present or future:
(ii) products and their specifications, the method of production, the type and
status of major items of plant and equipment used in relevant production
facilities, the markets in which products are sold and methods of
distribution;
(c)
(vi)
In Process
clients, customers, suppliers, distributors and their financial affairs and
agreements with them;
(e) concerning:
(ii) the fact that Confidential Information exists and has been or will or may be
made available to the Contractor;
(iii) the existence, progress or terms of the Permitted Purpose or the fact that
the Principal or the Contractor or both is involved in the Permitted Purpose
or that any discussions may have taken place or may be taking place
between the parties; or
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(iv) the Principal or any of its related bodies corporate considers confidential
and proprietary.
Commencement Date means that date when the Contractor commenced work for the
Principal, as specified in item 3 of the Schedule. The Commencement Date may be a
different date to the date of this Agreement, in which case, the benefits and obligations
of this Agreement operate retrospectively, as if it was executed from the
Commencement Date and for the rest of the Term of the Agreement.
Copyright Works means all artistic and literary works relating to the Project in respect
of which copyright subsists under the Copyright Act 1968.
Designs means all registered designs and applications for registered designs relating to
the Project in any jurisdiction.
(b) is or was made available to the Contractor by a person (other than the Principal)
who the Contractor knows has or then had the unrestricted legal right to do so; or
(c)
In Process
is or was developed by the Contractor independently of the Principal and any of
its officers, employees or agents.
(c) a person (whether autonomous or not) who is charged with the administration of
a law.
Materials means tangible property associated with the Intellectual Property including
hardware, software (both source and object code), components, standards, records,
publications, samples, materials and notes which relate to, summaries and copies of
and extracts from the Confidential Information and Intellectual Property in all forms;
Patents means all patents and patent applications relating to the Project in any
jurisdiction.
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Records means Deeds and other records (including all copies) in any form or media
(whether or not visible) that contain, refer to, or are based on, any Confidential
Information or any analysis of it.
Trade Marks means all names, trade marks and logos created, used by or in relation to
the Project.
Headings are for convenience only, and do not affect interpretation. The following rules
also apply in interpreting this Deed, except where the context makes it clear that a rule
is not intended to apply.
(iii)
(iv)
In Process
a party to this Deed or to any other Deed or agreement includes a
permitted substitute or a permitted assign of that party;
(v) anything (including a right, obligation or concept) includes each part of it.
(c) A word which suggests one gender includes the other genders.
(g) The words related body corporate have the same meaning as in the
Corporations Act 2001 (Cth).
(h) This agreement takes precedence over any other terms and conditions which
may conflict with this Deed.
If a party to this Deed is made up of more than one person, or a term is used in this
Deed to refer to more than one party:
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(c) any other reference to that party or that term is a reference to each of those
persons separately, so that (for example) a representation, warranty or
undertaking is given by each of them separately.
2. TERM
This Agreement shall be effective from the Commencement Date until the Project is
completed or up until the date this Agreement is terminated by either party for whatever
reason.
3.1 Consideration
The Contractor enters into this Deed in consideration of the Principal agreeing that it
may make Confidential Information available to the Contractor on the terms of this
Deed.
The Principal will make Confidential Information available to the Contractor to the extent
that the Principal considers it necessary for the Permitted Purpose.
4.1
In Process
Contractor's acknowledgments
(a) the Confidential Information is secret, confidential and valuable to the Principal;
(c) as between the parties, all rights and interests (including all intellectual property
rights) in the Confidential Information solely belong to the Principal.
(a) use any of the Confidential Information except to the extent necessary for the
Permitted Purpose; or
(a) must not, directly or indirectly, make any Records, or transmit any Confidential
Information or express any opinion about any Confidential Information except to
the extent necessary for the Permitted Purpose; and
(b) must keep written records of all Records made by or for it.
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4.4 Uncertainty
Subject to clause 5.2, the Contractor may disclose Confidential Information to any
Authorised Person who needs to know that Confidential Information for the Permitted
Purpose.
Despite the provisions of this clause 5, the Contractor must not disclose any
Confidential Information to an Authorised Person if the Principal objects to its provision
6.
6.1
In Process
to that Authorised Person.
Exceptions
7. SECURITY
The Contractor must, at its cost use its best endeavours to ensure that the Confidential
Information and all Records are kept under its effective control and are kept secure from
theft, loss, damage and unauthorised access, use and disclosure.
(a) (no representations or warranties) the Principal has not made and does not
make any representation or warranty (express or implied) that the Confidential
Information is accurate or complete or that reasonable care has been or will be
taken by it in the compiling, preparation or provision of any Confidential
Information. Without limitation, the Principal is not obliged to inform the
Contractor (or provide any information to the Contractor) if it becomes aware of
any inaccuracy or incompleteness or change in any Confidential Information;
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(d) (exclusion of liability) to the extent permitted by law, the Principal is not liable
for any loss or damage (whether or not on the basis of negligence) that the
Contractor or anyone else may suffer or incur as a result of using, or (contrary to
this Deed) relying on, any Confidential Information.
9. INTELLECTUAL PROPERTY
9.1 Introduction
The two (2) most valuable and essential assets of the Principal are its relationships with
clients and proprietary information. These assets are also the most perishable and
easily eroded. If these assets are seriously impaired, the future growth and even the
existing level of the Principals operations and financial performance will be negatively
impacted. The Contractor and the Principal can by working together as a group,
however, protect, preserve and grow these assets. The key is commitment by every
Contractor of the Principal.
In the course of contracting relationship and during the term the Contractors contract
with the Principal, the Contractor will or may have access to information consisting of
(a)
In Process
the following categories of information and the Principal and Contractor agree that their
relationship to be one of confidence with respect to such information:
(c) Supply and Service Information regarding goods and services supplied, the
name and address of Clients to whom services were or are being supplied, terms
of supply or service contracts or particular transactions or related information
about potential suppliers to the extent that such information is not generally
known to the public and to the extent that the combination of suppliers or use of a
particular supplier, though generally known or available, yields advantages to the
Principal the details of which are not generally known;
(d) Marketing Information regarding details about the position of the Principal in the
market place or segments of the market place, its competitors' position in the
market place or in segments of the market place, marketing plans and strategies;
(e) Client Information with regard to any compilation of past, existing and/or
prospective clients and customers, particular client or customer transactions,
proposals or agreements with clients or customers;
(f) Strategic Information regarding the goals and plans of the Principal including
but not limited to target markets, target segments of markets.
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All of the foregoing are confidential information and hereafter referred to as "trade
secrets" and, if not otherwise in the public domain, are confidential information. During
and after the contracting relationship with the Principal, regardless of the reasons that
such contracting relationship ends, the Contractor will:
(a) hold all trade secrets in confidence and not discuss, communicate or transmit to
others or make any unauthorised copy of or use the trade secrets in any capacity,
position or business unrelated to the Principal and unauthorised by the Principal;
(b) use the trade secrets only in furtherance of proper Principal-related reasons for
which such information is disclosed or discovered;
(c) take all reasonable action, that the Principal deems necessary or appropriate, to
prevent unauthorised use or disclosure of, or to protect the Principal's interests in,
the trade secrets;
(d) at the termination of the contracting relationship or at any time on the verbal or
written request of the Principal for whatever reason, return all trade secrets in the
possession of the Contractor, whether recorded on paper, machine readable
format, compute disc or otherwise.
In Process
10.1 Contractor's return or destruction of records
(e) deliver to the Principal, or, at the Principal's option, destroy, all tangible Records
(whether prepared by or for the Principal or the Contractor or any other person) in
the possession, custody or control of the Contractor or any person to whom it has
given access to these Records, whether or not in accordance with this Deed; and
(f) erase, or destroy in another way (including from electronic storage), all intangible
Records (whether prepared by or for the Principal or the Contractor or any other
person) in the possession, custody or control of the Contractor or any person to
whom it has given access to these Records, whether or not in accordance with
this Deed.
Without limiting clauses 10.1 the Contractor must use its best endeavours to ensure
that:
(a) all tangible Records in the possession, custody or control of a person to whom it
has made any Confidential Information available are returned to the Contractor;
and
(b) all intangible Records of the kind referred to in clause 10.2(a), are erased or
destroyed,
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The Contractor's compliance with this clause 10 does not release it from any of its other
obligations under this Deed.
The terms of this Deed continue to apply to the parties (in addition to any permitted
Principal) despite any permitted assignment of any rights under this Deed or the
completion or termination of the Permitted Purpose.
12. REMEDIES
The Contractor acknowledges that any breach or threatened breach of this Deed may
cause the Principal immediate and irreparable harm for which damages alone may not
be an adequate remedy. The Contractor agrees that the Principal may commence
proceedings to restrain any breach or threatened breach of this Deed and any other
unauthorised access to, or use of, any Confidential Information or to compel specific
performance of this Deed.
13.1 Acknowledgement
In Process
The Contractor agrees and acknowledges that:
(b) the Contractor has received adequate consideration for the restraint obligations
agreed to by way of remuneration and other benefits as a Contractor of the
Principal.
(a) During the Restraint Term, the Contractor shall not in any Capacity, either directly
or indirectly, engage in the following activities without the prior written consent of
the Principal:
(i) solicit, entice, tender for or accept orders or instructions to act for any other
person or entity requesting services who is engaged in in a Competing
Business; or
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(a) During the Restraint Term, the Contractor shall not in any Capacity, without the
prior written consent of the Principal:
(i) hire or divert away from the Principal, any other contractor of the Principal;
or
(a) For the purposes of this clause 13, Capacity shall mean either the role of or any
combination of roles of sole practitioner, partner, associate, Contractor,
contractor, director, trustee, beneficiary, unit holder trustee or by any entity in
which the Contractor may have at any time a direct or indirect business interest
and whether jointly or individually.
(b) For the purposes of this clause 13, a Competing Business is any business,
organisation or enterprise that offers goods or services of a same or similar
nature to the services provided by the Principal as at the date of the Contractors
termination of the contracting relationship with the Principal.
(c)
In Process
For the purposes of this clause 13, Restraint Term shall mean one (1) year
which period shall commence on the date which is one day after this Agreement
is terminated for whatever reason.
14.1 For valuable consideration which the Contractor acknowledges it has received, the
Contractor assigns to the Principal all its interest in the Intellectual Property and the
Materials (including the benefit of any prior claims in relation to the Intellectual Property
including infringement of it) free from all encumbrances and third party rights, with effect
from date that the Intellectual Property and/or Materials were created.
(a) allow the Principal to take possession of all Materials, papers, plans, reports and
items in relation to all the Intellectual Property; and
(b) deliver up to the Principal as soon as is practicable all Materials and all papers,
plans, reports and items in relation to all the Intellectual Property.
15.1 The Contractor must (without charge but at the expense of the Principal):
(a) make execute and deliver all Deeds (including applications, affidavits,
declarations and assignments) tendered by the Principal;
(b) testify in all legal proceedings in support of protection of the Intellectual Property;
and
(c) render all assistance necessary to the Principal and generally do all things which
may be necessary or desirable,
for or in connection with any of the purposes set out in clause 15.2.
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(a) to obtain the grant or registration of any of the Intellectual Property in any country
in the world;
(b) to maintain and enforce any registrations of the Intellectual Property obtained in
any country in the world in which the Intellectual Property is protected; and
(c) to enable the Principal to be registered as the sole owner of the Intellectual
Property in any country in the world.
(a) subject to any encumbrances or third party rights fully, fairly and specifically
disclosed in writing by the Contractor to the Principal prior to the date of this
Deed, the Contractor has full right and title to the Intellectual Property and
Materials and they are free from all encumbrances and third party rights;
(b) the Principal will have and enjoy quiet possession of the Intellectual Property
uninterrupted by the Contractor or any person claiming under the Contractor;
(c) neither the execution of this Deed nor the performance by it of its obligations will
cause it to be in breach of any agreement or undertaking to which it is a party or
is subject;
(d)
(e)
In Process
the Contractor has not granted any licences or other user rights to any person in
relation to any interest in the Intellectual Property and Materials;
the Contractor has not entered into any agreement or arrangement involving the
sale, mortgage, pledge, granting of options or any other rights over the
Contractors rights, title and interest in the Intellectual Property and Materials;
(f) that to the best of its knowledge, the use by the Principal and any sublicensee of
the Principal of the Intellectual Property will not infringe any intellectual or
industrial or property rights of any person nor give rise to payment by the
Principal or any sublicensee of the Principal of any royalty to any third party or to
any liability to pay compensation.
The Contractor indemnifies and at all times holds harmless the Principal, its Related
Bodies Corporate, officers, agents and employees against any losses, costs, actions,
claims, demands, expenses, judgments, court orders or other liabilities arising directly
or indirectly out of or in connection with the Principals use of and ownership of the
Intellectual Property and Materials after they have been assigned by virtue of this Deed.
17. NOTICES
(a) A notice, consent or other communication under this Deed is only effective if it is
in writing, signed and either left at the addressee's address or sent to the
addressee by mail or fax. If it is sent by mail, it is taken to have been received
3 working days after it is posted. If it is sent by fax, it is taken to have been
received when the addressee actually receives it in full and in legible form.
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(b) A person's address and fax number are those set out in the Schedule, or as the
person notifies the sender.
18. GENERAL
(a) This Deed is governed by the law in force in the State of Queensland, Australia.
(b) Each party submits to the non-exclusive jurisdiction of the courts exercising
jurisdiction in the State of Queensland, Australia, and any court that may hear
appeals from any of those courts, for any proceedings in connection with this
Deed, and waives any right it might have to claim that those courts are an
inconvenient forum.
18.2 Counterparts
19. SEVERABILITY
If anything in this Deed is unenforceable, illegal or void then, at the option of the
Principal, it is severed and the rest of this Deed remains in force.
20.
In Process
ENTIRE UNDERSTANDING
(a) is the entire agreement and understanding between the parties on everything
connected with the subject matter of this Deed; and
21.1 Any fees, costs and expenses incurred in connection with enabling the Contractor to be
registered as the sole owner of the Confidential Information must be borne and paid by
the Contractor.
21.2 Each party must pay its own costs and outlays connected with the negotiation,
preparation and execution of this Deed.
21.3 The Contractor must pay all stamp duty and other government imposts payable in
connection with this Deed and all other Deeds and matters referred to in this Deed
when due or earlier if requested in writing by the Contractor.
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SCHEDULE
(CLAUSE 1.1)
Item 1
The Principal: Boston West Pty Ltd A.C.N. 091 526 886
Deposit Shop Pty Ltd A.C.N. 114 500 702
Item 2
Address: _________________________________________________________
Fax Number:
In Process
_________________________________________________________
Attention: _________________________________________________________
Item 3
Item 4
Confidential Information
All information relating to the unique business systems created by the Principal including but
not limited to the following:
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(i) Business forecasts, sales and merchandising, marketing and promotional plans;
Confidential Information may be contained in Confidential materials, which are all tangible
materials containing Confidential Information, including but not limited to, written or printed
Deeds, computer disks, USBs, whether machine or user readable, and any other such type of
data storage devices.
Item 5
Permitted Purpose
The purpose for which the Principal may disclose the Confidential Information to the
Contractor is to enable the Contractor to provide the goods and/or services to the Principal.
Item 6
Project
In Process
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EXECUTED AS A DEED AND DELIVERED ON THE DATE SHOWN ON THE FIRST PAGE.
Director
Director
In Process
DION JASON MOORE
Name (print)
Contractors Signature
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CONTRACTORS DECLARATION
SECURITY CLEARANCE
https://www.odesk.com/users/~017ef8d8674a02db2f
(Contractors Identification)
National Bureau of Investigation Clearance or similar Government issued clearance documentation for
Contractors not residing in the Philippines.
(Security Clearance)
In Process
As a Contractor to the Companies:
1. I understand, acknowledge and declare that I have not during my life time committed any criminal act
or fraudulent act and are currently not under any criminal or fraudulent investigation.
2. My initial contract with the Companies is in a training capacity and I am denied access to what the
Companies Executive Management declare as confidential information until such time as I can
produce a recent Security Clearance document that has been verified by the Companies Executive
Management.
3. I understand, acknowledge and declare that if the results if my Security Clearance is deemed to be
non-satisfactory at the sole discretion of the Companies Executive Management, I do irrevocably
authorise that the Companies can file a dispute against me to recoup losses to the sum of my total
billable hours leading up to the dispute from when my contract initially commenced.
4. I do irrevocably authorise that this Declaration along with the Security Clearance can be submitted to
Outsource Providers together with the filing of the dispute if need be.
SIGNED by )
CONTRACTOR ) .
(Contractor) Catherine Villanura Zamora
SIGNED by )
DEPOSIT SHOP PTY LTD A.C.N. 114 500 702 ) .
(Company) Dion Jason Moore
SIGNED by )
BOSTON WEST PTY LTD A.C.N. 091 526 886 ) .
(Company) Dion Jason Moore
DATED ) .
Date
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CONTRACTORS DECLARATION
TRAINING PERIOD
https://www.odesk.com/users/~017ef8d8674a02db2f
(Contractors Identification)
In Process
As a Contractor to the Companies:
1. I understand, acknowledge and accept that the Companies have offered me a Contract with an
initial pre-requisite of me completing a Training Period.
2. I understand, acknowledge and accept that I will be on time and present during this Training
Period unless prior written approval for leave of absence is obtained from the Companies
Executive Management.
3. In the event of the following:
I understand, acknowledge and irrevocably authorise that the Companies can file a dispute against
me to recoup losses to the sum of my total billable hours leading up to the dispute from when my
contract initially commenced.
4. I do irrevocably authorise that this Declaration can be submitted to Outsource Providers together
with the filing of the dispute if need be.
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SIGNED by )
CONTRACTOR ) .
(Contractor) Catherine Villanura Zamora
SIGNED by )
DEPOSIT SHOP PTY LTD A.C.N. 114 500 702 ) .
(Company) Dion Jason Moore
SIGNED by )
BOSTON WEST PTY LTD A.C.N. 091 526 886 ) .
(Company) Dion Jason Moore
DATED ) .
Date
In Process