10941519:3 CDA082 1
CONFIDENTIALITY AGREEMENT CDA082
Date 21 October 2015 between Nick Mayall [Address] hereinafter referred to as "Nick Mayall" and Footfalls and Heartbeats Ltd Ground Floor, Shed 10 139 Quay Street Princes Wharf, Auckland, New Zealand hereinafter referred to as "FOOTFALLS" each hereinafter referred to as "PARTY", collectively as "PARTIES"
Recitals A. FOOTFALLS is willing to disclose to Nick Mayall information and knowhow in the
course of discussions about an idea of common opportunities and possibilities in relation to smart textiles (hereinafter referred to as the “PURPOSE"). This information and knowhow is partially confidential, partially protected by intellectual property rights.
B. Nick Mayall, on his part, is willing to disclose to FOOTFALLS within the scope of the
PURPOSE information and knowhow, which is partially confidential and partially protected by intellectual property rights.
C. The PARTIES therefore agree by this confidentiality agreement (hereinafter referred
to as "AGREEMENT") to keep the respective submitted information and knowhow confidential.
1. Definition Confidential Information
In this AGREEMENT the term "CONFIDENTIAL INFORMATION" shall include all information in any form which is submitted either by FOOTFALLS or by Nick Mayall (Disclosing PARTY) to the respective other PARTY (Receiving PARTY), and which is indicated to be considered as CONFIDENTIAL INFORMATION, or which carries a reasonable expectation of confidentiality, regardless of the way of transmission (e.g. written, oral, via email), including any information received prior to the date of this AGREEMENT.
2. Use of Confidential Information
Both PARTIES guarantee that they will not use the CONFIDENTIAL INFORMATION for any other purpose than for the PURPOSE. Each PARTY shall use at least the same degree of care to safeguard the confidentiality of the CONFIDENTIAL INFORMATION that it uses to protect its own
Level 181 Alfred StreetSYDNEY NSW 2000Australia
Everywhere Australia
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confidential information, and shall notify the other PARTY without delay if it becomes aware of any unauthorised use or disclosure of the CONFIDENTIAL INFORMATION.
3. Return of Confidential Information
Upon termination of this AGREEMENT or at any time upon request by the other PARTY every PARTY shall either return to the other PARTY in good condition written materials together with any tapes and computer stored information, including any copies thereof, embodying, containing or relating to CONFIDENTIAL INFORMATION or destroy each and every copy of any such materials embodying, containing or relating to CONFIDENTIAL INFORMATION in the respective PARTY's custody and to promptly confirm to the other PARTY the destruction.
4. Permission to Disclose
No PARTY shall without the explicit written agreement of the other PARTY disclose or allow to be disclosed any CONFIDENTIAL INFORMATION of the other PARTY; this shall, however, not apply to: (a) disclosures permitted under this AGREEMENT;
(b) disclosures required by law, provided that the Disclosing PARTY is promptly notified of such requirement;
(c) information that is already in the public domain (other than through a disclosure contrary to this AGREEMENT);
(d) information that was lawfully in the Receiving PARTY’s possession prior to this AGREEMENT;
(e) information that is received by the Receiving PARTY from a third party not bound by any obligation of confidentiality in relation to such information; or
(f) information which is independently developed by the Receiving PARTY without recourse to or reliance on the CONFIDENTIAL INFORMATION,
with each exception being evidenced by records and documents in the possession of the Receiving PARTY.
A Receiving PARTY may only disclose CONFIDENTIAL INFORMATION to its officers, employees and consultants to the extent that such disclosure is required for the PURPOSE, and shall remain liable for any breach of this AGREEMENT by such officers, employees and consultants even where CONFIDENTIAL INFORMATION has been validly disclosed to them.
5. Damages and Indemnity
The PARTIES acknowledge that monetary damages alone may be an inadequate remedy for beach of a PARTY’s obligations under this AGREEMENT. In addition to any other remedy which may be available in law or equity, the Each PARTY shall indemnify the other PARTY against any losses, damages, costs, claims, expenses, liabilities, proceedings or demands which either of the may incur or suffer as a result of a breach of the terms of this Agreement by the Receiving PARTY.
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6. Duration
This AGREEMENT remains in effect until such time as the CONFIDENTIAL INFORMATION disclosed becomes publically available (other than through a disclosure contrary to this AGREEMENT).
7. Written Form, Applicable Law, Venue
This AGREEMENT, including this provision, can only be modified by a written agreement signed by Nick Mayall and FOOTFALLS. The validity, interpretation, and performance of this AGREEMENT shall be governed by and construed in accordance with the laws of New Zealand whose courts shall have non-exclusive jurisdiction. Notwithstanding the forgoing, a PARTY is entitled to seek urgent interlocutory or injunctive relief in any convenient court of law.
8. General
(a) If any provision(s) of this AGREEMENT shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The PARTIES shall replace any such invalid or unenforceable provision by such valid and enforceable provision which serves best the economic interest of the PARTIES originally reflected by the invalid or unenforceable provision.
(b) The rights and obligations contained in this AGREEMENT are in addition to, and do not derogate from, any rights or obligations of a PARTY at common law.
(c) This AGREEMENT may be executed in any number of counterparts (including facsimile or other electronic copies) all of which, when taken together, shall constitute one and the same instrument. A PARTY may enter into this AGREEMENT by executing any counterpart.
(d) Neither PARTY may assign its rights under this AGREEMENT without the prior written consent of the other PARTY.
(e) This AGREEMENT records the entire agreement between the PARTIES relating to the matters dealt with in this AGREEMENT and supersedes all previous arrangements, understandings or representations in any form relating to these matters.
(f) Any failure or delay in enforcing an obligation or exercising a right under this AGREEMENT does not amount to a waiver of that obligation or right.
21 October 2015 _______________________________ _______________________________ Nick Mayall Footfalls & Heartbeats Ltd by: by: Brent Ogilvie Nick Mayall CEO
Everywhere Australia
Certificate Of CompletionEnvelope Number: FDFE172BA6FF4DA4B0702DE064A84CA9 Status: Completed
Subject: CDA082 FHL Confidentiality Agreement - Mutual - Nick Mayall (Generic).docx
Source Envelope:
Document Pages: 3 Signatures: 1 Envelope Originator:
Certificate Pages: 1 Initials: 0 Nick Mayall
AutoNav: Enabled
EnvelopeId Stamping: Disabled
IP Address: 10.102.101.11
Record TrackingStatus: Original
10/20/2015 7:27:02 PM PT
Holder: Nick Mayall
Location: DocuSign
Signer Events Signature TimestampNick Mayall
Security Level: Email, Account Authentication (None)
Using IP Address: 203.206.232.114
Sent: 10/20/2015 7:27:03 PM PT
Viewed: 10/20/2015 7:27:11 PM PT
Signed: 10/20/2015 7:30:00 PM PT
Freeform Signing
Electronic Record and Signature Disclosure: Not Offered ID:
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Notary Events Timestamp
Envelope Summary Events Status TimestampsEnvelope Sent Hashed/Encrypted 10/20/2015 7:27:03 PM PT
Certified Delivered Security Checked 10/20/2015 7:27:11 PM PT
Signing Complete Security Checked 10/20/2015 7:30:00 PM PT
Completed Security Checked 10/20/2015 7:30:00 PM PT
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