ON-DISCLOSURE AGREEMENT
(via Acceptance of Terms on Submission)
This Non-Disclosure Agreement (“Agreement”) is entered into by and between MemberBenefits Pty Ltd, located at Level 1, 332 Main Street, Mornington VIC 3931 (“MemberBenefits”) and the individual accessing confidential information by submitting the associated form (“Recipient”).
By proceeding, the Recipient acknowledges they have read, understood, and agreed to be bound by the terms outlined below.
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1. Purpose
MemberBenefits may disclose confidential or commercially sensitive information in connection with potential partnership opportunities or evaluation of services. This Agreement outlines the Recipient’s obligation to keep such information confidential.
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2. Definitions
Confidential Information refers to any non-public information provided by MemberBenefits, whether in writing, verbal, or electronic form, including business plans, pricing, partner or provider lists, strategies, client data, or other information that a reasonable person would understand to be confidential.
Confidential Information excludes information that:
• Was publicly available at the time of disclosure or becomes public through no fault of the Recipient
• Was known to the Recipient before disclosure
• Was received lawfully from a third party not under confidentiality obligations
• Was independently developed without reference to MemberBenefits’ information
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3. Obligations of the Recipient
By accepting this Agreement:
• The Recipient agrees not to share, copy, disclose, or distribute any Confidential Information received
• The Recipient agrees to use the information only for internal review purposes
• The Recipient agrees to maintain reasonable measures to keep all Confidential Information secure and protected from unauthorised access
• The Recipient agrees not to use Confidential Information for any competitive or commercial advantage
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4. Disclosure by Law
If the Recipient is legally required to disclose any Confidential Information, they must:
• Promptly notify MemberBenefits, unless prohibited by law
• Limit the disclosure to what is legally required
• Cooperate in seeking confidential treatment where possible
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5. No Rights Granted
This Agreement does not grant the Recipient any rights in or to the Confidential Information, including any rights to use intellectual property or share content with third parties.
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6. Duration
This Agreement remains in effect for a period of two (2) years from the date of acceptance.
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7. Breach
The Recipient acknowledges that unauthorised disclosure may cause serious harm to MemberBenefits. In the event of a breach, MemberBenefits reserves the right to pursue legal action, including injunctive relief and recovery of costs.
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8. Governing Law
This Agreement is governed by the laws of Victoria, Australia, and any disputes will be submitted to the exclusive jurisdiction of the courts in Melbourne, Victoria.
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By submitting the form and accessing the confidential materials, you confirm that you have read and agreed to the terms of this Non-Disclosure Agreement