(via Acceptance of Terms on Submission)
This Non-Disclosure and Non-Circumvention Agreement (“Agreement”) is entered into by and between MemberBenefits Pty Ltd, Level 1, 332 Main Street, Mornington VIC 3931 (“MemberBenefits”) and the individual or entity accessing confidential information by submitting the associated form (“Recipient”).
By proceeding, the Recipient acknowledges that they have read, understood, and agreed to be legally bound by the terms set out below.
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1. Purpose
MemberBenefits may disclose confidential or commercially sensitive information to the Recipient for the sole purpose of evaluating a potential commercial relationship with MemberBenefits.
The Recipient agrees that all Confidential Information will be used strictly for this purpose and for no other purpose.
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2. Definition of Confidential Information
“Confidential Information” means any non-public information disclosed by MemberBenefits, whether in written, verbal, visual, or electronic form, including but not limited to:
• Business plans and strategies
• Pricing structures and commercial models
• Partner, provider, or supplier lists
• Commercial terms or arrangements
• Client information
• Technical, operational, or platform details
• Any information a reasonable person would understand to be confidential
Confidential Information does not include information that:
• Was publicly available at the time of disclosure or becomes publicly available through no fault of the Recipient
• Was lawfully known to the Recipient prior to disclosure
• Was lawfully received from a third party not under confidentiality obligations
• Was independently developed without reference to MemberBenefits’ Confidential Information
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3. Obligations of the Recipient
By accepting this Agreement, the Recipient agrees to:
• Keep all Confidential Information strictly confidential
• Not disclose, copy, reproduce, distribute, or transmit Confidential Information to any third party without prior written consent
• Use Confidential Information solely for evaluating a potential commercial relationship with MemberBenefits
• Not use Confidential Information for any competitive, commercial, or strategic advantage outside that evaluation
• Maintain reasonable security measures to protect the Confidential Information from unauthorised access or disclosure
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4. Non-Circumvention
The Recipient agrees that for a period of two (2) years from the date of acceptance, they will not directly or indirectly:
• Approach, solicit, contract with, or attempt to establish a commercial relationship with any partner, provider, supplier, or commercial contact introduced or identified through MemberBenefits’ Confidential Information
• Use the Confidential Information to replicate, reverse engineer, or establish a competing platform, program, or commercial structure based on MemberBenefits’ disclosed materials
This clause applies whether the approach is made personally or through an associated entity, employee, contractor, or related party.
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5. Disclosure Required by Law
If the Recipient is legally required to disclose any Confidential Information, the Recipient must:
• Promptly notify MemberBenefits (unless prohibited by law)
• Limit disclosure strictly to what is legally required
• Cooperate with MemberBenefits in seeking confidential treatment where possible
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6. No Rights Granted
This Agreement does not grant the Recipient any ownership rights, licence, or intellectual property rights in or to the Confidential Information.
All Confidential Information remains the property of MemberBenefits.
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7. Duration
This Agreement remains in effect for two (2) years from the date of acceptance.
Obligations relating to non-circumvention survive for the same two (2) year period.
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8. Breach
The Recipient acknowledges that unauthorised disclosure or circumvention may cause serious commercial harm to MemberBenefits.
In the event of a breach, MemberBenefits may seek injunctive relief, damages, and recovery of legal costs.
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9. Governing Law
This Agreement is governed by the laws of Victoria, Australia.
Any disputes arising under this Agreement will be subject to the exclusive jurisdiction of the courts of Victoria.