Confidentiality Terms and Conditions ("Terms and Conditions")
Between
Pharmasave Australia Pty Ltd ACN 17 134 090 476 of Level 1, Suite 3, 33 Chessell St South Melbourne VIC 3205 (Owner).
and
You (Recipient).
The Owner wishes to disclose certain information to the Recipient on the terms of these Terms and Conditions. The Recipient has agreed to keep confidential certain information disclosed to it by the Owner on these Terms and Conditions.
Operative provisions
1. By clicking "I Agree", the Recipient agrees to be bound by these Terms and Conditions.
2. Words used in these Terms and Conditions and the rules of interpretation that apply are set out and explained at the back of these Terms and Conditions.
3. The Recipient of the Confidential Information from the Owner acknowledges and agrees that the Confidential Information is secret and confidential to the Owner, that the Recipient must keep the Confidential Information secret and confidential, that these Terms and Conditions apply to the Parties on a worldwide basis, that these Terms and Conditions apply to Confidential Information disclosed on, before and after the date of these Terms and Conditions, and that any unauthorised Use by the Recipient of any Confidential Information may cause the Owner to suffer Loss. The Recipient further acknowledges that if there is any uncertainty as to whether any information is Confidential Information, that information will be deemed to be Confidential Information unless the Owner advises the Recipient in writing to the contrary.
4. The Recipient may only Use the Confidential Information for the Purpose and must not Use it for any other purpose. The Recipient may only disclose the Confidential Information: (a) to those of its Personnel who have a specific need to have access to the Confidential Information for the Purpose, to those who have been approved by the Owner in writing, or if required by the Owner, have signed a Confidentiality Deed; or (b) if it is required to do so by law, in which case the Recipient must immediately notify the Owner on becoming aware of the disclosure obligation, notify the person to whom the information is to be disclosed that it is the Confidential Information of the Owner, do all things reasonably possible to prevent the further disclosure of the Confidential Information, and disclose only that part of the Confidential Information as is necessary in order to satisfy such a requirement.
5. The Recipient must, at its own expense: (a) ensure that each person to whom the Confidential Information is disclosed under clause 3(a) complies with the Confidentiality Deed and does not do or omit to do anything which, if that thing had been done or omitted to be done by the Recipient, would be a breach of these Terms and Conditions; (b) immediately notify the Owner of any actual or suspected breach of the terms of these Terms and Conditions, or a Confidentiality Deed by any of the persons to whom the Confidential Information is disclosed under clause 3(a); and (c) immediately take all reasonable steps to avoid or stop a breach of these Terms and Conditions or any Confidentiality Deed entered into under clause 3(a), and comply with any reasonable directions issued by the Owner regarding a suspected or actual breach.
6. The Owner may request the Recipient to return or destroy the Confidential Information at any time. The Recipient must immediately comply with any such request and, if required by the Owner, certify by statutory declaration or given by the recipient or, if the recipient is a corporate party, a director of the Recipient, that is has fully complied with the request. The Recipient's obligations under this clause extend to all copies, summaries, notes or reproductions of the Confidential Information which are in its possession or control or in the possession or control of any person to whom disclosure has been made under clause 3(a).
7. The Recipient acknowledges and agrees that: (a) these Terms and Conditions do not give the Recipient any right, title, licence or interest in the Confidential Information; (b) all past and future right, title and interest in any materials containing or derived from any of the Confidential Information, including copies, modifications, summaries or notes (including those prepared by a party to these Terms and Conditions other than the Owner) or reproductions of the Confidential Information, created by the Recipient or by any of the persons to whom the Confidential Information is disclosed in accordance with clause 3(a), are hereby assigned to and vest exclusively in the Owner on and from the date of their creation, and are Confidential Information governed by the provisions of these Terms and Conditions; (c) it must not challenge the Owner's ownership of the Confidential Information; and (d) these Terms and Conditions do not assign to the Recipient any intellectual property rights, and the Recipient agrees not to claim that it has any intellectual property rights, in or arising from the Confidential Information or in connection with the Purpose.
8. To the maximum extent permitted by law, the Owner does not represent or warrant that the Confidential Information is complete or accurate. Neither these Terms and Conditions nor the disclosure of Confidential Information constitutes or implies any agreement, intention or commitment by the Owner to enter into any contractual or other relationship or arrangement with the Recipient.
9. The Recipient, in addition to all the Owner's other legal rights, is liable for and indemnifies the Owner against all Loss suffered or incurred by the Owner which arises from any breach of these Terms and Conditions by the Recipient or which arises from any unauthorised Use of the Confidential Information by a person to whom the Confidential Information is disclosed under clause 3(a). The Recipient acknowledges that a breach of these Terms and Conditions may cause the Owner to suffer Loss for which damages may not be adequate compensation and difficult to ascertain. Accordingly the Recipient agrees that the Owner is entitled to immediately seek to restrain, by injunction or any similar remedy, any conduct, actual or threatened, which is in breach of these Terms and Conditions or any Confidentiality Deed.
10. The Recipient must not transfer any right or liability under these Terms and Conditions without the prior consent of the Owner, except where these Terms and Conditions provide otherwise. The Owner may transfer any right or liability under these Terms and Conditions without the consent of the Recipient.
11. Any notice to or by a Party under these Terms and Conditions must be in writing and signed by the sender or, if a corporate Party, an authorised officer of the sender. Any notice may be served by delivery in person or by post or transmission by facsimile to the address or number of the recipient specified in this provision or most recently notified by the recipient to the sender. Any notice is effective for the purposes of these Terms and Conditions upon delivery to the recipient or production to the sender of a facsimile transmittal confirmation report before 4.00 pm local time on a day in the place in or to which the written notice is delivered or sent or otherwise at 9.00 am on the next day following delivery or receipt.
12. These Terms and Conditions are governed by and construed under the law in the State of Victoria. Any legal action in relation to these Terms and Conditions against any party or its property may be brought in any court of competent jurisdiction in the State of Victoria. The Recipient, by clicking "I Agree", irrevocably, generally and unconditionally submits to the non exclusive jurisdiction of any court specified in this provision in relation to both itself and its property with respect to these Terms and Conditions.
13. These Terms and Conditions confer rights only upon a person expressed to be a Party, and not upon any other person.
14. These Terms and Conditions express and incorporate the entire agreement between the Parties in relation to its subject matter and all the terms of that agreement, and supersedes and excludes any prior or collateral negotiation, understanding, communication or agreement by or between the Parties in relation to that subject matter or any term of that agreement.
15. Each Party must execute any document and perform any action necessary to give full effect to these Terms and Conditions, whether before or after performance of these Terms and Conditions.
16. The provisions of these Terms and Conditions do not merge with any action performed or document executed by any Party for the purposes of performance of these Terms and Conditions. Any representation in these Terms and Conditions survives the execution of any document for the purposes of, and continues after, performance of these Terms and Conditions. Any indemnity agreed by any Party under these Terms and Conditions constitutes a liability of that Party separate and independent from any other liability of that Party under these Terms and Conditions or any other agreement, and survives and continues after performance of these Terms and Conditions.
17. Any failure by any Party to exercise any right under these Terms and Conditions does not operate as a waiver and the single or partial exercise of any right by that Party does not preclude any other or further exercise of that or any other right by that Party.
18. The rights of a Party under these Terms and Conditions are cumulative and not exclusive of any rights provided by law.
19. Any provision of these Terms and Conditions which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of these Terms and Conditions or the validity of that provision in any other jurisdiction.
20. In these Terms and Conditions unless the context otherwise requires:
Confidential Information of a Party (the Owner) means all information of or relating to the Owner (or any Related Body Corporate of the Owner) that is disclosed by the Owner (or its Personnel or representatives) to the other Party (the Recipient), or is otherwise learned by the Recipient, whether on, before or after the date of these Terms and Conditions, relating to
(a) the business, property or operations of the Owner or any Related Body Corporate of the Owner;
(b) the Purpose;
(c) any of the Owner's (or its Related Corporations') plans or strategies; or
(d) the development, marketing or promotion of any of the Owner's (or any of its Related Corporations') products or services,
whether disclosed verbally, in writing, in electronic form or by any other means and includes information disclosed by or concerning a Related Body Corporate of the Owner;
Confidentiality Deed means a deed on terms acceptable to the Owner, entered into in accordance with clause 3(a) between the Owner or the Recipient (at the Owner's option) and a third party;
Loss means all claims, losses, damages, costs and expenses sustained or incurred (including legal costs and disbursements on a full indemnity basis), whether directly or indirectly or consequentially or in any other way;
Party means a party to these Terms and Conditions;
Personnel means officers, employees, professional advisers, contractors, representatives and agents;
Purpose means the purpose or purposes of providing the Owner with support for a range of regulatory projects to bring new therapeutic goods to market and assistance with maintaining the registrations of existing products.
Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth); and
Use means use, copy or reproduce or disclose to any person (directly or indirectly) at any time.
20.2 In these Terms and Conditions unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) words denoting any gender include all genders; (c) reference to a person includes any other entity recognised by law and vice versa; (d) where a word or phrase is defined its other grammatical forms have a corresponding meaning; (e) any reference to a party to these Terms and Conditions includes its successors and permitted assigns; (f) any reference to any agreement or document includes that agreement or document as amended at any time; (g) the use of the word includes or including is not to be taken as limiting the meaning of the words preceding it; (h) the expression at any time includes reference to past, present and future time and the performance of any action from time to time; (i) an agreement, representation or warranty on the part of two or more persons binds them jointly and severally; (j) an agreement, representation or warranty on the part of two or more persons is for the benefit of them jointly and severally; and (k) reference to a statute includes all regulations and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated.
By clicking the "I Agree" button above, you agree that you have read, understood and agree to be legally bound by the Terms and Conditions contained herein.