1. The Parties have entered into this Confidentiality Undertaking in consideration of the Company or Infinity Sales and Consultancy Services Pty Ltd providing certain information to each other relating to opportunities (each an Opportunity) and or their business affairs (Business) (Opportunity and Business together Confidential Information).
2. The Parties acknowledge that the Confidential Information is confidential and that disclosure thereof could cause damage to the disclosing party and therefore undertake:
a. not to disclose the Confidential Information to any other person;
b. to use the Confidential Information solely for the purpose of evaluating an Opportunity and deciding whether to invest in an Opportunity;
c. not to use or allow the Confidential Information to be used to gain a business or other advantage to the receiving party, and not to use or allow the use of the Confidential Information to harm or disadvantage the disclosing party;
d. to disclose the Confidential Information only to those employees or professional advisers or potential investors in assessing the Opportunity;
e. to keep the Confidential Information and all copies, notes and other records of the Confidential Information secure and under the receiving party’s strict control;
f. on request from the disclosing party, to immediately return all Confidential Information and all copies, notes and other records of the Confidential Information to the disclosing party;
g. that the receiving party is bound, and must ensure that any third party to which the disclosing party disoses Confidential Information to in accordance with this Confidentiality Undertaking is bound, by any existing confidentiality arrangements signed by the disclosing party of which the receiving party is made aware;
h. to comply with the above terms, even if the opportunity is declined, and acknowledge that the obligations imposed by this undertaking are ongoing; and
i. to agree to the jurisdiction of the courts of Queensland and the applicability of the Queensland law to this Confidentiality Undertaking.
3. The Parties agree that if a receiving party can show that information was already in its possession, or within the public domain, or which becomes known to the receiving party from a third party, then that information is excluded from the definition of Confidential Information.
4. The Parties agree that they will not directly contact the vendor or any staff member of the vendor without the expressed permission of the agent. This also is in force for any associate of the parties.
5. This Confidentiality Undertaking may be executed in a number of counterparts, each of which will be an original and which together will have the same effect as if each party had executed and delivered the same document.
If you have any concerns or questions regarding this Confidentiality Undertaking please contact Wendy at firstname.lastname@example.org.