Confidentiality Agreement

This Agreement shall be considered unilateral. Therefore, only AtoZ Formula, later on referred to as the “first party” shall have sole ownership of the Confidential Information, with affiliates, later on referred to as the “second party” being prohibited from disclosing confidential and proprietary information that is or has been released by the first party. The first party and the second party are each referred to herein as a “Party” and, collectively, as the “Parties.”

For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, product developments, patent applications, know-how, experimental results, specifications and other business information, relating to the first paty’s business, assets, operations or contracts, furnished to the promoters and/or its affiliates, employees, officeres, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential information has been expressly designated as confidential or proprietary. Confidential information also includes any and all work products, studies, and other material prepared by or in the possession or control of the first party, which contain, include, refer to, or otherwise reflect or are generated from any Confidential Information. 

However, Confidential Information does not include:

  • Information generally available to the public;
  • Widely used programming practices or algorithms;
  • Information rightfully in the possession of the Parties prior to signing this Agreement; and
  • Information independently developed without the use of any of the provided Confidential Information.

The obligations of the Parties shall be to always hold and maintain the Confidential Information in the strictest of confidence and to their agents, employees, representatives, affiliates, and any other individuals or entities that are on a “need to know” basis. If any such Confidential Information shall reach a third party, and becomes public, all liability will be on the party that is responsible. The second party shall not, without the written approval of the other party, publish, copy, or use the Confidential Information for their sole benefit. If requested, either party shall be bound to return any and all materials to the requesting party as soon as possible. 

The bounded Parties’ duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such party from this Agreement.

This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This agreement may not be amended except in writing with the acknowledgment of the Parties.

If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best affect the intent of the Parties.

The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The harmed party in this agreement shall be entitled to all remedies available at law. 

This agreement shall be governed under the laws of the countries from which the second party is residing or doing business, and the Australian Government.