WHEREAS
A. The Company has the worldwide exclusive manufacturing and
marketing rights to a biodegradable mulch matting (EcoCover)
that helps prevent weed growth, conserves soil moisture content,
limits soil temperature variations and promotes micro/macro soil
organisms immediately beneath the mats. (hereinafter called "The
Product").
B. The Recipient and the Company have agreed to exchange correspondence
regarding the Product at which time and subsequently the Company
may supply the Recipient with information about the Product,
and permission to examine and evaluate confidential information
in relation to the Product with the view to the parties entering
into a commercial agreement between them.
C. The Company has agreed to submit such confidential information
to the Recipient on the terms and conditions set forth.
NOW THIS DEED WITNESSETH that the parties hereto covenant
and agree as follows:
1. In this Deed the expression "Confidential Information" means
any information, technical data or know-how, including, but not
limited to, that which related to research products and development
disclosed by the Company to the Recipient in relation to the
Product.
2. The Recipient acknowledges and agrees that confidential information
is disclosed by the Company to the Recipient in confidence and
the Recipient undertakes to treat and hold the same as strictly
confidential and secret on the terms of this Deed for a period
of three (3) years from the date hereof.
3. The Recipient agrees to take all reasonable precautions to
avoid disclosure of the confidential information by itself or
its servants, employees, agents, consultants or assigns.
4. NON DISCLOSURE OF CONFIDENTIAL INFORMATION
The Recipient:
a. agrees not to use the confidential information disclosed
to it by the Company for its own use or for any purpose except
for evaluation and examination for the purpose of discussions
concerning the completion of any business relationship between
themselves.
b. will not disclose the confidential information to any third
party or to its employees except essential employees, agents,
consultants or assigns of the Recipient who are required to
have the information in order to carry out the contemplated
business and will ensure that such of the Recipients employees,
agents, consultants or assigns to whom confidential information
is communicated shall also treat and hold the same as strictly
confidential and secret.
c. agrees to protect and safeguard the confidential information
received from the Company against unauthorized publication
or disclosure.
d. agrees that it will take all reasonable steps to protect
the secrecy of and avoid disclosure or use of the confidential
information in order to prevent it from falling into the public
domain or the possession of unauthorized persons.
e. agrees to notify the Company in writing of any misuse or
misappropriation of confidential information, which may come
to its attention.
5. The obligations of non-disclosure do not apply to information
already available to the public at the time of disclosure; to
information that hereafter becomes generally available to the
public through no fault of the Recipient; or to information which
the Recipient acquires from a third party having no obligation
of non-disclosure to the Company. The obligation of non-disclosure
does not apply to information required to be disclosed by law
provided however that the Recipient notifies the Company promptly
at any time it believes it is legally required to disclose the
Company's confidential information and does not disclose such
confidential information until the Company has the opportunity
to oppose such disclosure or obtain an acceptable protective
order.
6. The Recipient agrees that it shall not make the confidential
information available to any person or corporation for any purpose
save as authorized by this Deed unless it has obtained the prior
written consent of the Company.
7. Where any part of the confidential information is evidenced
in visible form, proper secure and confidential storage shall
be provided and maintained by the Recipient.
8. The Recipient acknowledges that any confidential information
which may have been disclosed by the Company prior to the date
of this Deed shall be deemed to have been disclosed under the
provisions of this Deed.
9. PATENT OR COPYRIGHT INFRINGEMENT
Nothing in this Deed grants any rights under any patent or copyright
in and to the confidential information which remains the property
of the Company.
10. GENERAL
This agreement shall be binding on and for the benefit of the
undersigned parties, their successors and assignees, provided
that confidential information may not be assigned without the
prior written consent of the Company.
11. Failure to enforce any provision of this Deed shall not
constitute a waiver of any term hereof.
12. This Deed shall be governed by and construed in all respects
in accordance with either the laws of New Zealand, and each party
hereby submits to the non-exclusive jurisdiction of the New Zealand
Courts or the laws of the "Recipient's" country, and
each party hereby submits to the non-exclusive jurisdiction of
the "Recipient's" country's Courts.
13. This Deed constitutes the complete and entire agreement
between the parties.
IN WITNESS WHEREOF the parties have hereunto set their hands
on the date herein before recited:
SIGNED for and on behalf of the Company
Murray Cruickshank
Managing Director |
