Upon acceptance of the Application, Billy’s Buddies Pty Ltd (the “Discloser”) will engage in discussions with the applicant (the “Recipient”) which will include information that is confidential in nature. By checking this box, you agree as the Recipient not to disclose the nature of subsequent discussions in any way so as to contravene the below terms and conditions. The Discloser has agreed to allow the Recipient to use the Confidential Information solely for the Purpose, on the terms and conditions of this Agreement.

DEFINITIONS

In this Agreement, unless the context indicates a contrary intention:

Confidential Information means the discussions (both orally and in writing) concerning Billy’s Buddies Pty Ltd as well as any materials provided by Billy’s Buddies Pty Ltd in the course of these discussions, other than information already in the public domain.

Purpose means that the Confidential Information has been provided for the purpose of allowing the Recipient to potentially enter into a commercial arrangement with the Discloser. More specifically, the Confidential Information enables the Recipient to understand the business of the Discloser. The Confidential Information is not to be used for any other purpose.

CONFIDENTIALITY OBLIGATION

(a)          The Recipient will receive and maintain all Confidential Information disclosed or delivered to it by the Discloser in strict confidence and will only use it for the Purpose and disclose it to those persons who are officers, employees or agents of the Recipient to whom it is essential to disclose the same to accomplish the Purpose, provided such persons also agree to be bound by the terms and conditions of this Agreement.

(b)          The Recipient agrees that the Confidential Information disclosed to it pursuant to this Agreement will:

(i)           be used only for the Purpose;

(ii)          not be used, or disclosed or disseminated by the Recipient for any other purpose whatsoever, other than with the prior written permission of the Discloser; and

(iii)         from the date of termination or expiry of this Agreement, not be used, or disclosed or disseminated by the Recipient for any purpose whatsoever, including the Purpose.

(c)          For the avoidance of doubt, the Recipient acknowledges that the Confidential Information must not be disclosed to any of the Recipient’s service and third-party providers without the prior written consent of the Discloser. Where such approval is provided, the Recipient must ensure that such providers agree to be bound by the terms and conditions of this Agreement.

(d)          Nothing in this Agreement either expressly or by implication may be construed as granting to or conferring on the Recipient any rights by licence, estoppel or otherwise in relation to any proprietary drawings, plans, ideas or methods, any patent, design or other right covering any invention or discovery or any copyright, trademark or trade secret right which is disclosed or delivered as Confidential Information.

(e)          The Recipients obligations of confidentiality will continue until advised by the Discloser that the Confidential Information is no longer confidential.

OWNERSHIP

(a)          No property in any Confidential Information disclosed or delivered by the Discloser will pass or be transferred to the Recipient or any third person by reason of this Agreement.

(b)          All Confidential Information and all copies or reproductions of Confidential Information in any form must be returned to the Discloser promptly on receipt of a written request or on termination of this Agreement, whichever first occurs.

GENERAL

(a)          The Discloser may terminate this Agreement immediately by notice in writing if the Recipient:

(i)           has breached a material term of this Agreement;

(ii)          does any act which brings or is likely to bring the Discloser into disrepute; or

(iii)         suffers a material deterioration in its public image for whatever cause which is likely to reflect unfavourably on the Discloser.

(b)          The obligations of confidence under this Agreement will survive termination.

(c)          If any provision of this Agreement is held to be invalid or unenforceable for any reason, it will be severable and will not affect the remaining provisions of this Agreement.

(d)          This Agreement constitutes the entire agreement of the Parties relating to the subject matter of this Agreement and it supersedes all prior understandings, negotiations, agreements, written or oral, express or implied, in relation thereto.

(e)          This Agreement is governed by and construed in accordance with the law of Queensland. The Parties agree to submit to the non-exclusive jurisdiction of the courts thereof that State.