Mutual Confidentiality & Non-Disclosure Agreement

This Mutual Confidentiality & Non-Disclosure Agreement (“Agreement”) is made and entered into this 14/12/2024 by and between the Parties, 

and IT Corp Cloud Australia Pty Ltd. (“IT Corp”) with its principal place of business 57 Nicklaus Court, Merrimac QLD 4226

1. Each party shall, in its sole discretion, disclose to the other certain Confidential Information. “Confidential Information” means all information disclosed by a party hereunder (“Discloser”) to the other party hereunder (“Recipient”) of a confidential, proprietary or trade secret nature furnished in oral, written or machine-readable form, including, but not limited to, software, hardware, designs, inventions, ideas, “know-how,” product plans, specifications and information, training and consulting materials, company plans, business policies and financial information, employee information, marketing information and other information which (a) has value because it is not generally known, and (b) the Discloser uses reasonable efforts to protect. Confidential Information does not include any information that is (i) available to the general public; (ii) in Recipient’s possession prior to the disclosure; or (iii) disclosed to Recipient by a third party who is under no obligation to hold that information in confidence.
2. The Confidential Information shall be used only by Recipient in the course of its business relationship with the Discloser. Recipient agrees (a) to hold the Confidential Information in confidence, and (b) to protect and store it consistently with its own most highly confidential information, but in no event to use less than a reasonable standard of care and, (c) not to copy, duplicate, disclose or deliver all or any portion of the confidential Information to third parties unless the third party has signed a nondisclosure agreement with the Discloser. Recipient may share the Confidential Information only with those employees with a specific need to review the Confidential Information in the course of its business relationship with the Discloser.
3. These obligations shall continue from the date of disclosure to Recipient until the second (2) anniversary of the disclosure; provided, however, that, to the extent the Discloser has disclosed information to Recipient that constitutes a trade secret under law, Recipient agrees to protect such trade secret(s) for so long as the information qualifies as a trade secret under applicable law. Neither party will disclose to the other any information  confidential or proprietary to a third party.
4. Recipient agrees not to remove any copyright, confidentiality or proprietary notice from the other party’s Confidential Information. Recipient shall promptly return all of the other party’s Confidential Information (and any copies thereof) to the Discloser immediately upon the request of the Discloser.
5. No rights or duties under this Agreement may be assigned by either party without the prior written consent of the Discloser; notwithstanding the foregoing, either party may assign all of its rights and duties under this Agreement to any entity acquiring a majority of interest in the assigning party if such acquiring  entity agrees to accept all of the assigning party’s rights and duties. This Agreement constitutes the full and entire understanding between the parties with regard to the subject matter of this Agreement, and supersedes all other discussions and agreements relating to its subject. This Agreement may be amended only in a writing signed by both parties. The provisions of this Agreement shall be considered severable, and the  invalidity or unenforceability of any provision shall not affect or impair the remaining provisions, which shall continue in full force and effect.
6. All details, data, and any other information shall remain confidential.

IT CORPORATION

IT Corp Cloud (Pty) Ltd

ABN 32 520 986 293

CLIENT

Byron Sack

Director

14/12/2024

Byron Sack