CONFIDENTIALITY & WORK AGREEMENT
THIS AGREEMENT is executed BETWEEN Michael Kearney (trading as Driveway Legends) ABN 659 762 63 077 with its principal place of business at PO BOX 42, Mansfield, QLD, 4122 hereinafter referred to as “Driveway Legends”. (“Driveway Legends”, which expression shall mean and include its authorised representative(s), associates, affiliate, partners it may be appoint on its behalf or who benefit from this Agreement) and you.
The parties to this Agreement wish to share information and hold without prejudice discussions in relation to a potential commercial relationship (“Discussions”). In consideration for Driveway Legends or any of its related bodies corporate (as that term is defined in the Corporations Act 2001 (Cth) ("Driveway Legends") engaging you in Discussions as a potential employee or contractor, you acknowledge and agree as follows:
1. Confidentiality.
For the purposes of this Deed, “Confidential Information” means all information disclosed to you or observed by you before, on, or after the date of this Deed that relates to Driveway Legends, and which is either (a) identified as being confidential, or (b) that, by the nature of the circumstances surrounding the disclosure or your observation, reasonably ought to be treated as confidential. For the avoidance of doubt, Confidential Information includes, without limitation, (a) information relating to the identity of Driveway Legends's customers and vendors and the methods by which Driveway Legends uses to obtain and engage them; (b) financial information relating to Driveway Legends, including but not limited to information regarding rates or fees paid to you; (c) information regarding Driveway Legends’ employees or contractors (d) any data stored, processed, or transmitted by Driveway Legends (or any data stored, processed or transmitted on any Driveway Legends Computer Programs), including any and all data about or received from any end-user of such computer programs. You agree not to use or disclose any Confidential Information for any purpose, except (a) to the extent required to perform your duties in the scope of your engagement by Driveway Legends, (b) to the extent disclosure is required by law, in which case you must use your reasonable endeavors to first provide Driveway Legends with an opportunity to object or comment on the form and terms of the disclosure. You must immediately return all Confidential Information and documents which contain Confidential Information in your possession or under your control on the earlier of (a) a request by Driveway Legends for the delivery of same; or (b) your engagement with Driveway Legends being terminated or otherwise expiring.
2. Further Undertakings.
You agree to promptly execute and deliver any documents and take any other action as may be reasonably necessary by Driveway Legends to effect the terms of this Deed. You hereby irrevocably appoint Driveway Legends as your attorney for the purpose of doing all such things and executing all deeds, instruments and other documents that may be necessary or desirable (as determined by Driveway Legends in its sole discretion) to give full effect to this Deed (including without limitation in relation to any applications or registrations which are made (or to be made) in respect of any Inventions).
3. Miscellaneous.
This Deed is governed by the laws of Queensland, Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there. The rights of Driveway Legends under this Deed may be assigned. You may not assign any rights or obligations under this Deed. This Deed contains the entire agreement between you and Driveway Legends with respect to its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, between Driveway Legends and you in relation to same. If any provision of this Deed is held to be invalid, illegal or unenforceable, this Deed will continue otherwise in full force and effect apart from such provision which will be taken to be deleted.