Free of charge: Non-Disclosure Agreement between Client and Freelancer
Unformated preview of the document: 'Non-Disclosure Agreement between Client and Freelancer' (Part 2):
Agreement includes any schedule, exhibit and annexure;
v. if any day appointed or specified by this Non Disclosure Agreement for the
payment of any money or doing of any thing falls on a day which is not a Business
Day, the day so appointed or specified will be deemed to be the next Business Day;
vi. reference to any legislation or to any section or provision thereof includes any
statutory modification or re‐enactment thereof or any statutory provision
substituted therefore and ordinances, by‐laws, regulations and other statutory
instruments issued thereunder.
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Non‐Disclosure Agreement Page 3
2. OBLIGATIONS
2.1 The Expat undertakes and covenants on its own behalf and on behalf of all directors and
employees to whom it discloses the Confidential Information that it must:
i. hold all Confidential Information in strict confidence and take all action reasonably
necessary to maintain the confidentiality of the disclosing party's Confidential
Information;
ii. not disclose to any third party any of the Confidential Information nor the fact of its
existence or the possibility of the Permitted Purpose;
iii. not make use of or turn to account any Confidential Information otherwise than for
the Permitted Purpose;
iv. not make, assist or permit any person to make any unauthorised use, disclosure or
reproduction of the Confidential Information;
v. take all steps necessary to secure the Confidential Information against theft, loss or
unauthorised disclosure;
vi. take reasonable steps to enforce the confidentiality obligations imposed or required to
be imposed by this Non Disclosure Agreement, including diligently prosecuting at its
cost, any breach or threatened breach of such confidentiality obligations by a person
to whom it has disclosed the Confidential Information;
vii. on request of the Client provide and update promptly a list of all its employees and
representatives to whom it has disclosed the Confidential Information.
2.2 This Non Disclosure Agreement does not prohibit the disclosure by the Expat of the
Confidential Information:
i. to its directors and employees on a strict "need to know" basis for the Permitted
Purpose who:
(a) have a specific need to have access to the Confidential Information for the
Permitted Purpose; and
(b) are aware of the confidential nature of the information and the terms of this
Non Disclosure Agreement and shall, if requested by the disclosing party, be
prepared to enter into an agreement in the same form as this Non
Disclosure Agreement.
ii. which is required to be disclosed by law, provided the Expat has:
(a) given the Client sufficient notice to enable it to seek a protective order or
other relief from disclosure; and
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Non‐Disclosure Agreement Page 4
(b) provided all assistance and co‐operation which the Client reasonably
considers necessary for that purpose; or
(c) in respect of which the Client has given its consent to disclosure or use,
which consent may be given or withheld in its absolute discretion.
3. RETURN OF INFORMATION
3.1 The Expat agrees to deliver to the Client all documents and other materials in any
medium in the possession or under the power or control of the Expat which contain or
refer to any Confidential Information on the earlier of:
i. demand by the disclosing party; or
ii. the time the documents and other materials are no longer required for the
Permitted Purpose.
3.2 Return of the documents and other materials referred to in Clause 3.1 does not release the
Expat from its obligations under this Non Disclosure Agreement.
4. NO LICENCE
Nothing contained in this Non Disclosure Agreement may be construed as granting or
conferring on the Expat any proprietary rights, licenses or other rights in any
Confidential Information.
5. INDEMNITY
The Expat indemnifies the Client from all claims, costs, expenses, losses and liabilities
(including legal costs on a solicitor and own client basis) suffered or incurred by the
Client(including, without limitation, in connection with the enforcement of the Non
Disclosure Agreement) as a result of or in connection with:
i. any breach of this Non Disclosure Agreement (or a Non Disclosure Agreement in the
form executed by an employee or director) by the Expat or any of its directors
or employees; or
ii. any act or
Unformated preview of the document: 'Non-Disclosure Agreement between Client and Freelancer': Part 1, Part 2, Part 3