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Non Disclosure And Non Solicitation Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that combines confidentiality obligations with non-solicitation provisions. This document serves a dual purpose: protecting confidential information shared between parties and preventing the solicitation of employees, clients, or business relationships. It incorporates relevant provisions from Australian competition law, employment law, and common law principles, ensuring enforceability while maintaining reasonable restrictions. The agreement is structured to comply with Australian jurisdictional requirements and includes specific provisions for remedies and enforcement under Australian law.

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What is a Non Disclosure And Non Solicitation Agreement?

This Non-Disclosure and Non-Solicitation Agreement is designed for use in business relationships where parties need to share sensitive information while protecting their business interests under Australian law. It is particularly relevant when entities are exploring potential business relationships, partnerships, or transactions that require disclosure of confidential information. The agreement addresses both the protection of confidential information and the prevention of solicitation of employees, clients, or business relationships, incorporating provisions that comply with Australian competition law, employment law, and common law principles. It is commonly used in situations such as business negotiations, due diligence processes, joint ventures, or service provider relationships where protection of both information and business relationships is crucial.

What sections should be included in a Non Disclosure And Non Solicitation Agreement?

1. Parties: Identifies and defines the parties entering into the agreement

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms including Confidential Information, Permitted Purpose, Representatives, etc.

4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed

6. Non-Solicitation Obligations: Restrictions on soliciting employees, customers, or business relationships

7. Duration: Term of the agreement and survival of obligations

8. Security Measures: Required procedures for protecting confidential information

9. Return or Destruction of Information: Obligations regarding confidential information upon termination

10. Breach and Remedies: Consequences of breach and available remedies

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Non Disclosure And Non Solicitation Agreement?

1. Intellectual Property Rights: Additional provisions regarding IP ownership and licenses - include when confidential information includes IP

2. Data Protection Compliance: Specific obligations regarding personal data protection - include when handling personal information

3. Competitive Activities: Additional restrictions on competitive activities - include for more comprehensive business protection

4. Assignment and Subcontracting: Rules for transferring rights or obligations - include for complex commercial relationships

5. Insurance Requirements: Obligations to maintain specific insurance coverage - include for high-risk information

6. Audit Rights: Rights to audit compliance - include for highly sensitive information or regulated industries

7. Force Majeure: Provisions for unforeseen circumstances - include for long-term agreements

What schedules should be included in a Non Disclosure And Non Solicitation Agreement?

1. Schedule 1 - Confidential Information: Detailed list or categories of protected confidential information

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive confidential information

3. Schedule 3 - Security Protocols: Detailed security procedures and requirements

4. Schedule 4 - Restricted Entities: List of specific competitors or entities covered by non-solicitation

5. Appendix A - Notification Requirements: Procedures for mandatory notifications of disclosure or breach

6. Appendix B - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Australia

Publisher

Ƶ

Sector

Cost

Free to use

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