Contractor Form

Confidentiality Agreement

  • Confidential Information

      1. The Contractor shall not at any time during his/her service, nor at any time after its termination directly or indirectly use or disclose confidential information relating to the Organisation or any of its or their people, agents, partners, prospective partners, or suppliers.

      2. For the purposes of this clause, confidential information shall include any information relating to the Organisation and/or the financial affairs of the Organisation or its people, agents, partners, prospective partners or suppliers and in particular shall include:

        1. the operational methods and information of the Organisation (including costings, operational development, marketing and advertising programmes, budgets or other financial information);

        2. lists and particulars of the Organisation’s partners and the individual contacts at such partners;

        3. details and terms of the Organisation’s agreements with partners including franchisees;

        4. operational processes and know-how employed by the Organisation or its partners;

        5. details of any Organisation’s business plans, promotions or future promotions or marketing or publicity exercises planned by the Organisation; and

        6. any information which may affect the reputation of the Organisation or it’s partners,

    whether or not in the case of documents or other written materials or any materials in electronic format they are or were marked as confidential and whether or not, in the case of other information, such information is identified or treated by the Organisation as being confidential.
      1. The Contractor shall not be restrained from disclosing any confidential information which:

        1. the Contractor is authorised to disclose by the Organisation; or

        2. has entered the public domain unless it enters the public domain as a result of an unauthorised disclosure by the Contractor or an authorised disclosure for an unauthorised purpose by the Contractor or anyone else employed or engaged by the Organisation; or

        3. the Contractor is required to disclose by law; or

        4. the Contractor is entitled to disclose under the Public Interest Disclosure Act 1998 provided that the disclosure is made in an appropriate way to an appropriate person having regard to the provisions of the Public Interest Disclosure Act 1998.

           

    2. Ownership of Intellectual Property

    2.1 All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Organisation. The use of the Intellectual Property by the Organisation will not be restricted in any manner.

    2.2 The Contractor may not use the Intellectual Property for any purpose other than that  contracted for in this Agreement except with the written consent of the Organisation. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

    3. Return of Property

    3.1 Upon the expiry or termination of this Agreement, the Contractor will return to the Organisation any property, documentation, records, or Confidential Information which is the property of the Organisation.

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