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Background
This Agreement is entered into between STARTMATE OPS PTY LTD (ACN 618 178 957) (Startmate) and you, the individual or entity accepting this Agreement (you, your), together the Parties and each a Party. Startmate would like to provide Confidential Information to you solely in order to facilitate discussions about, and to exchange information regarding, the Purpose. To ensure the protection of the Confidential Information, and in consideration of the agreement to exchange information, the Parties have entered into this Agreement. For questions about this Agreement or to get in touch with us, please email: hello@startmate.com.au
IT IS AGREED AS FOLLOWS:
1. Confidentiality obligations
1.1 You accept this Agreement by clicking “I accept” when prompted on the website.
1.2 In consideration for the Confidential Information being disclosed to you and in consideration of the payment of $1 (payable on demand), you agree for the duration of the Term to keep confidential, and not use or permit any unauthorised use of, Confidential Information you acquire prior to or
during the Startmate program outlined on Startmate’s site and only use the Confidential Information for the Purpose and not for any other purpose, unless disclosure is required by law.
1.3 The obligations under clause 1.1 do not apply to information:
(a) which is lawfully received by you or your Personnel from a third party, free of any nondisclosure obligations, and where you or your Personnel reasonably believe the third party has the right to disclose the Confidential Information;
(b) that is already in the public domain, except as a result of your (or your Personnel’s) breach of this Agreement or any other duty of confidence owed by you; and
(c) that must be disclosed by law, regulation or an order of a court to disclose, provided that you only disclose that portion of the Confidential Information that you are required to disclose by law, and you give sufficient notice to Startmate in order to allow Startmate to object to, or prevent, the Confidential Information being disclosed. You agree to provide all reasonable assistance to Startmate in objecting to, or preventing, the Confidential Information from
being disclosed.
2. Ownership
You agree that nothing in this Agreement constitutes a transfer or licence of any Intellectual Property Rights in any Confidential Information.
3. No warranty
All Confidential Information is provided on an “as is” basis for use by you at your own risk. Startmate makes no representations, warranties, assurances or guarantees of any kind, whether express or implied, with respect to the Confidential Information, including, without limitation, any representation or warranty of merchantability, fitness for any particular use or purpose, or non-
infringement of Intellectual Property Rights or other third party rights.
4. No commitment
Neither this Agreement, nor the disclosure or receipt of Confidential Information, will constitute or imply any promise or intention by Startmate to enter into any other agreement or transaction, or continue discussions with, you.
5. Return of Confidential Information
5.1 You must (and must ensure that your Personnel) immediately, upon the expiry or termination of this Agreement, or when requested by Startmate (at Startmate’s election):
(a) return to Startmate all information, data and/or documents containing or relating to the Confidential Information; and/or
(b) destroy any copies of any information, data and/or documents containing or relating to the Confidential Information not returned to Startmate, and provide written confirmation to Startmate that it has complied with the provisions of clauses 5.1(a) or 5.1(b), as applicable.
5.2 This clause 5 will survive the termination or expiry of this Agreement.
6. General
6.1 Amendment: This Agreement may only be amended by written instrument executed by the Parties.
6.2 Assignment: A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to benunreasonably withheld).
6.3 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the Australian Disputes Centre.
6.4 Electronic Execution: This Agreement may be executed using an Electronic Signature. The Parties acknowledge and agree that if a Party executes this Agreement using an Electronic Signature, then the Party is taken to have entered into this Agreement in electronic form and the Electronic Signature is deemed to be an original execution of the Agreement by the Party. “Electronic Signature” means an electronic method of signing that identifies the person and indicates their intention to sign this Agreement which may include software programs such as DocuSign.
6.5 Governing law: This Agreement is governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
6.6 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
7. Definitions
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them below:
Agreement means this Non-Disclosure Agreement.
Confidential Information includes but is not limited to:
(a) any commercially sensitive documentation or information of Startmate or the companies participating in the Startmate program;
(b) ideas, source code, designs, analytical information, planned or actual software functions and features, any information directly relating to the Hackathon, business models, business plans, information, concepts, knowledge, know-how, intellectual property, trade secrets, inventions,
technology, operating procedures, processes, techniques, software, business methods, financial, accounting, monetisation, capital raising, marketing and technical plans and information, customer and supplier lists (including any prospective or proposed customer and supplier lists), analytical information, and funding arrangements; and
(c) notes, records and related information generated by you (or any of your Personnel) from the Confidential Information or generated by you (or any of your Personnel) for Startmate or the companies participating in the Startmate program and/or the Purpose, including any copies of the Confidential Information, and copies of the notes, records and related information generated, whether or not such information is reduced to a tangible form or marked in writing as “confidential” or is provided orally, and whether it is disclosed by Startmate to you (or any of your) or received, acquired, overheard, or learnt by you (or any of your Personnel) in any way whatsoever.
Intellectual Property Rights means any intellectual property or other proprietary rights in any copyright, registered or unregistered designs or trade marks, domain names, know-how, inventions, processes, trade secrets or right to keep confidential information confidential; or circuit layouts,
software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, for the duration of the rights in any part of the world, any industrial or intellectual property rights,
whether registrable or not.
Personnel means, in respect of a Party, any of its employees, consultants, contractors, officers, professional advisers or agents.
Purpose means discussions in relation to information regarding the Startmate program.
Term means the from the date you accept this Agreement in accordance with clause 1.1, until this Agreement expires or is terminated in accordance with its terms.