Confidentiality Agreement Template (Australia)

Core definitions and obligations

1. Definitions
Confidential Information means all information disclosed by the Discloser to the Recipient (whether in writing, orally or by any other means) that is marked or stated as confidential, or that a reasonable person would consider confidential having regard to its nature and the circumstances of disclosure. It includes trade secrets, technical information, source code, business plans, pricing, customer lists and non‑public financial data.

2. Purpose
The Recipient may use the Confidential Information solely for evaluating or pursuing [describe purpose, e.g., a potential services arrangement] (Purpose).

3. Confidentiality obligations
The Recipient must:
(a) keep the Confidential Information confidential and secure;
(b) not disclose it to any person except as permitted under clause 4; and
(c) not use it for any purpose other than the Purpose.

Permitted disclosures and disclosures required by law

4. Permitted disclosures
The Recipient may disclose Confidential Information:
(a) to its directors, officers, employees, contractors and professional advisers who:
    (i) need to know for the Purpose; and
    (ii) are bound by confidentiality obligations no less protective; 
(b) with the Discloser’s prior written consent; and
(c) where required by law, a court, regulator or stock exchange,
    provided that (to the extent lawful) the Recipient:
    (1) gives the Discloser prompt written notice of the required disclosure;
    (2) cooperates reasonably with the Discloser to seek confidentiality, suppression or protective orders; and
    (3) discloses only the minimum information required.

This clause addresses the common failure noted in audits: acknowledge disclosures required by law/regulators and impose notice/cooperation obligations to help contain that disclosure.

Exclusions

5. Exclusions
These obligations do not apply to information that the Recipient can demonstrate:
(a) is or becomes public other than through breach of this agreement;
(b) was lawfully known to the Recipient before disclosure;
(c) is independently developed without use of the Confidential Information; or
(d) is received lawfully from a third party who owes no duty of confidence.

Term, return and remedies

6. Term
Subject to clause 7 (Trade Secrets), confidentiality obligations continue for [insert period, e.g., 3 years] after the last disclosure.

7. Trade Secrets
For any information that meets the definition of a trade secret, obligations continue until that information enters the public domain through no fault of the Recipient.

8. Return and destruction
On request, the Recipient must promptly stop using, and return or securely destroy, Confidential Information (and certify destruction if requested), except for one archive copy kept solely to meet legal or compliance requirements.

9. Equitable relief
The Recipient acknowledges that breach may cause irreparable harm and that monetary damages may be inadequate. The Discloser may seek injunctive or other equitable relief in addition to any other remedies.

Governing law and execution

10. Governing law
This agreement is governed by the laws of [State/Territory of choice] and the parties submit to the non‑exclusive jurisdiction of its courts.

Execution
Executed as an agreement.

Signed for and on behalf of [Company name] ACN [•] by its authorised representative:

_________________________________
Name:
Title:
Date:

Signed by [Individual/Company] ACN/ABN [•]:

_________________________________
Name:
Title (if company):
Date:

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