Confidentiality

Confidential information

The University considers all information (regardless of its form) confidential that is provided by or obtained from the University or its Representatives to or by the Organisation or its Representatives relating to:

• any information including any reports or findings, investigative studies, statistical data, consultations, methodologies, proposals, systems, programs, computer software, techniques, strategies, improvements, discoveries, processes, innovations, inventions, technology, ideas, specifications, blueprints, tracings, diagrams, functions, capabilities, trade secrets, drawings, pictures, know how, source and object code, financial information, business plans, arrangements and agreements with third parties, formulae, concepts not reduced to material form, designs, trade marks, copyrights, plans, prototypes and models
• any derivations of any information which embodies, contains or describes the Confidential Information
• any other information designated by the University to be confidential or relating to the current or prospective activities or business of the University; and
• the existence and terms of this agreement and any other negotiations, discussions, draft agreements or agreements entered into by the parties.

Limits on use and disclosure

The Receiving Party agrees to take all action necessary to maintain the confidential nature of the Disclosing Party’s Confidential Information and, without limiting the foregoing, will not:

• use or reproduce any such Confidential Information for any purpose other than the Approved Purpose
• disclose any such Confidential Information to any other person other than its Representatives who need to know it for the Approved Purpose provided that all Representatives have been approved by the Disclosing Party and have signed a confidentiality agreement on terms and conditions similar to this agreement and for the benefit of the Disclosing Party
• manufacture any product or use any process based on such Confidential Information or otherwise commercialise anything based on that Confidential Information, and
• use or disclose to a third party any aspect of such Confidential Information for the purpose of contacting or contracting with any employee of the Disclosing Party.

Security measures

The Receiving Party must establish and maintain effective security measures to safeguard the Disclosing Party’s Confidential Information from unauthorised access, use, copying or disclosure and use the same degree of care a prudent person would use to protect that person’s confidential information.