This Non-Disclosure Agreement (the “Agreement”) is made and effective upon the date of the electronic acceptance on the Gaibo Translation website.
WHEREAS, [Translator] has been or will be engaged in the performance of work on translation services; and in connection therewith will be given access to certain confidential and proprietary information; and
WHEREAS, [Translator] and Gaibo Translation wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated.
NOW, THEREFORE, it is agreed as follows:
Both Parties understand and agree that each Party may have access to the confidential information of the other party and that of Gaibo Translation. For the purposes of this Agreement, “Confidential Information” means proprietary and confidential information about Gaibo Translation (or its suppliers’) business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as “confidential” or “proprietary.” Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include:
A. Information that is currently in the public domain or that enters the public domain after the signing of this Agreement.
B. Information that the [Translator] knew prior to receiving any Confidential Information from Gaibo Translation, its Clients or any affiliated third party.
C. Information that the [Translator] independently develops without reliance on any Confidential Information from Gaibo Translation, its Clients or any affiliated third party.
Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control.
The term of this Agreement is 2 years from the date of execution by both Parties.
The [Translator] agrees that all Confidential Information furnished by Gaibo Translation, its Clients, or any affiliated third party shall remain the sole property of Gaibo Translation.
Nothing contained in this Agreement or in any Confidential Information constitutes any express or implied warranty of any kind. All representations or warranties, whether express or implied, including fitness for a particular purpose, merchantability, title, and non-infringement, are hereby disclaimed.
Neither this Agreement nor any Confidential Information shall create, nor shall be deemed to create, a legally binding or enforceable Agreement or offer to enter into any business relationship.
Neither Party grants to the other any licence, by implication or otherwise, to use any Confidential Information except as expressly provided in this Agreement.
Any copies or reproductions of the Proprietary Information shall bear the copyright or proprietary notices contained in the original.
[Translator] shall promptly advise Gaibo Translation in writing if it learns of any unauthorised use or disclosure of Proprietary Information by any current or former Gaibo Translation Personnel.
[Translator] acknowledges that the use or disclosure of the Proprietary Information in a manner inconsistent with this Agreement will cause Gaibo Translation irreparable damage, and that Gaibo Translation shall have the right to equitable and injunctive relief to prevent the unauthorised use or disclosure, and to such damages as are occasioned by such unauthorised use or disclosure.
This Agreement may be modified only by a contract in writing executed by the party to this Agreement against whom enforcement of such modification is sought.
This Agreement contains the entire agreement between the parties to this Agreement with respect to the subject matter of the Agreement, is intended as a final expression of such parties' agreement with respect to such terms as are included in this Agreement is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all negotiations, stipulations, understanding, agreements, representations and warranties. If any, with respect to such subject matter, which precede or accompany the execution of this Agreement.
Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
The [Translator] agrees to abide by all Australian and Victorian laws and regulations.
