Please read the confidentiality agreement below and accept the confidentiality agreement terms at the bottom of this page to proceed to our franchise information and application pages.
Zenun Homes Australia Pty Ltd (ACN 652 794 477)
ONLINE CONFIDENTIALITY AGREEMENT
BETWEEN
Background
1. Operative provisions
1.1 Definitions
In this Document:
Agreement means this Agreement together with any schedules or annexures any amendments made in accordance with this Agreement.
Confidential Information means all unpatented processes, designs, systems, inventions, ideas, know-how, concepts, trade secrets, products and all other Intellectual Property and Know How, financial and business information, all information and all other commercially valuable information of the Disclosing Party which the Disclosing Party regards as confidential to it and all copies, notes and records and all related information generated by the Receiving Party based on or arising out of any such disclosure. Confidential Information excludes, or as the case requires, ceases to include information which is, or becomes:
(a) available to the public at the date of its disclosure to the Receiving Party;
(b) at the date of its disclosure to the Receiving Party, already properly in the possession of the Receiving Party in written form otherwise than by prior confidential disclosure from the Disclosing Party;
(c) after the date of its disclosure to the Receiving Party, available to the public from sources other than the Receiving Party;
(d) after the date of its disclosure to the Receiving Party, properly available to the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party;
(e) demonstrated by the Receiving Party to be independently developed by an employee or agent of the Receiving Party having no knowledge of such information the subject of the disclosure; or
(f) required to be disclosed by law.
Disclosing Party means the Party which is disclosing information, including Confidential Information.
Intellectual Property Rights includes, without limitation, all copyright, trade mark, design, patent, trade, business or company names, confidential information and other proprietary rights, and any rights to registration of such rights whether created before or after the date of this Agreement and whether created in Australia or elsewhere, such as Zenun Homes designs products, promotions, specifications, Images, architectural facades, floorplans, colour renders, business concepts, business processes, Zenun Homes business model, business forms and operational knowhow.
Know How means any and all commercial information, technical information and data of the Disclosing Party, including all commercial information, technical information and data relating to any of the Disclosing Party’s products and services.
Parties means the parties to this Agreement and their respective successors and permitted assigns, and Party means any one of them.
Project or Dealings means any works or negotiations undertaken by the Disclosing Party.
Purpose means any context or suggestion made by the disclosure.
Receiving Party means the Party which is receiving information, including Confidential Information;
Representative of a party means a partner, director, officer, employee, related corporation (as defined in the Corporations Act 2001 (Cth), representative (including financial adviser, legal adviser or accountant) or agent of the party.
2. Disclosure and use of Confidential Information
2.1 The Disclosing Party will disclose the Confidential Information to the Receiving Party as soon as practicable after the date of this Agreement.
2.2 The Disclosing Party will disclose the Confidential Information as part of day-to-day operational matters.
2.3 In return for the Disclosing Party or any Representative of the Disclosing Party agreeing to disclose or make available any Confidential Information to the Receiving Party, the Receiving Party agrees:
(a) to use all Confidential Information of the Disclosing Party solely for the Purpose and must not use the Confidential Information for any other reason or self-interest;
(b) not to lodge any patent, trade mark or any other application for the statutory protection of the Confidential Information, without the prior written consent of the Disclosing Party;
(c) to keep secret and confidential all Confidential Information of the Disclosing Party (subject to disclosure permitted under clause 2.4);
(d) not to disclose to any person or make known in any manner any part of the Confidential Information (subject to disclosure permitted under clause 2.4);
(e) not to distribute electronically in any area of social media, or commercial media or any element of the public domain, without prior written consent of the Disclosing Party, any Confidential Information, including any information sensitive to toe brand, trade marks, reputation, Intellectual Property Rights and Know How of the Disclosing Party;
(f) not to disclose the Confidential Information with respect to business dealings or operational status of the Disclosing Party with any social setting; and
(g) otherwise to comply with the terms of this Agreement.
2.4 The Receiving Party may disclose Confidential Information only to those of his Representatives who:
(a) have a need to know (and only to the extent that each has a need to know) for the Purpose;
(b) are aware that the Confidential Information must be kept confidential and are subject to appropriate obligations of confidentiality; and
(c) if requested by the Disclosing Party, have agreed in writing to comply with the terms of this document as if the Representative were a party to this document;
or if required by law to do so.
2.5 The Disclosing Party may consent to the Receiving Party making a disclosure or relieve the Receiving Party from complying with the whole or any part of this Agreement. Such consent can only be in writing.
2.6 The Disclosing Party may consent pursuant to clause 2.5 subject to conditions, including a condition that the person to whom the Receiving Party proposes to disclose executes in favour of the Disclosing Party a Confidentiality Agreement upon the same terms as this Agreement.
2.7 The Receiving Party must, at its own expense:
(a) ensure, at all times, that each Representative to whom Confidential Information has been disclosed under clause 2.4 complies with this document and any Agreement contemplated by paragraph 2.4(b) or by paragraph 2.4(c) (a Confidentiality Agreement);
(b) notify the Disclosing Party immediately if it becomes aware of a suspected or actual breach of this document or a Confidentiality Agreement;
(c) immediately take all steps reasonably required to prevent or stop the suspected or actual breach of this document or a Confidentiality Agreement;
(d) comply with any direction issued by the Disclosing Party and provide any assistance reasonably requested from time to time regarding enforcement of this document or a Confidentiality Agreement; and
(e) assign any Confidentiality Agreement to the Disclosing Party at its request.
3. Security and control
3.1 The Receiving Party must:
(a) establish and maintain effective security measures to safeguard Confidential Information of the Disclosing Party from disclosure, access or use not authorised by this document; and
(b) keep Confidential Information under its control.
4. Acknowledgements and indemnity
4.1 The Receiving Party acknowledges that it is aware that any breach by the Receiving Party of any obligation in this document may result in the Disclosing Party suffering damage, and that an award of damages may be insufficient to compensate the Disclosing Party for that breach. Accordingly, in addition to other remedies that may be available, the Disclosing Party (and if applicable any other Representative of the Disclosing Party) may seek and obtain injunctive relief against such a breach or a threatened breach.
4.2 The Receiving Party acknowledges and agrees that the Disclosing Party has executed this document on behalf of itself and other Representatives of the Disclosing Party, and that this document is intended to be for the benefit of the Disclosing Party and its Representatives.
4.3 The Receiving Party indemnifies the Disclosing Party and its Representatives (the “indemnitee”) from and against any and all losses, damages, expenses and legal costs (on a solicitor and own client basis and whether incurred by or awarded against the indemnitee) that the indemnitee may sustain or incur as a result, whether directly or indirectly, of any breach by the Receiving Party of any obligation in this document.
4.4 The Receiving Party acknowledges that the Disclosing Party or any of its Representatives:
(a) makes no representations or warranties as to the accuracy or completeness of the Confidential Information or its usefulness in achieving any purpose; and
(b) to the extent not excluded by law, disclaims and excludes all liability for all claims, expenses, losses, damages and costs that the Receiving Party may incur as a result of the Confidential Information, for any reason, being inaccurate or incomplete in any way or incapable of achieving any purpose.
5. Intellectual Property Rights
The Receiving Party acknowledges that this document does not transfer any interest in any Intellectual Property Rights, and that the Disclosing Party retains (and does not waive) any rights the Disclosing Party may have in respect of patents, trade marks, copyright, moral rights or other Intellectual Property Rights or proprietary rights enforceable under the laws of any country.
6. Exclusions
The obligations of confidentiality under this document do not extend to the excluded information.
7. Return of Confidential Information
7.1 The Disclosing Party may at any time require the Receiving Party to cease using its Confidential Information.
7.2 On receiving a notice pursuant to clause 7.1, or upon completion of the Purpose, the Receiving Party’s right to possess or use Confidential Information of the Disclosing Party ceases and the Receiving Party must immediately, at the Disclosing Party ’s discretion:
(a) return all Confidential Information to the Disclosing Party;
(b) destroy and certify in writing to the Disclosing Party the destruction of all Confidential Information;
(c) destroy and permit that the Disclosing Party to witness the destruction of all Confidential Information; or
(d) destroy all copies, summaries, notes or reproductions of, all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control.
8. Continuing obligations
The obligations of confidentiality under this document continue to apply to the Receiving Party (in addition to any permitted assignee) after assignment or termination of this document or completion of the Purpose.
9. Non-Compete
9.1 The Receiving Party consents that the Receiving Party must not within all the states and territories in Australia, use any confidential information disclosed by the Disclosing Party to be engaged as an employee, independent contractor, adviser or in any other capacity in any business which, in the reasonable opinion of the Disclosing Party, is in competition with the Disclosing Party’s business. They agree to not under any circumstances utilize any of the ideas, similar business systems, business models and processes or be involved in or start up a business operation in any way similar to that of Zenun Homes.
9.2 The Receiving Party acknowledges that any breach by The Receiving Party of this clause would cause irreparable harm and significant damage to the Disclosing Party and accordingly that the Disclosing Party has the right to seek and obtain immediate injunction relief in relation to any such breach.
9.3 The Receiving Party acknowledges that the covenants in respect of non-competition contained in this clause are fair and reasonable and that the Disclosing Party is relying upon this acknowledgement in entering into this agreement.
10. Waiver
The failure of the Disclosing Party at any time to insist on performance of any provision of this document is not a waiver of its right at any later time to insist on performance of that or any other provision of this document.
11. Assignment
The Receiving Party must not assign or otherwise transfer any or all of its obligations arising out of this document without the written consent of the Disclosing Party.
12. Governing law
This document is governed by the laws of, and any dispute will be heard in the courts of Western Australia. Each party agrees to resolve any issues of dispute in accordance with conflict resolution procedures outlined within corporate governance guidelines, before considering any form of legal proceedings.
13. Counterparts
This Agreement may be executed in counterparts, exchanged by email or facsimile and by the the receiving party (The person/s making this inquiry) pressing the acceptance button on this page and by doing so fully accepting all the terms of this agreement.
Executed as an Agreement
Executed by Zenun Homes Australia Pty Ltd (ACN 652 794 477) in accordance with section 127 of the Corporations Act 2001 (Cth)