Confidentiality Agreement

Both First Party and Second Party collectively shall be referred to herewith as the Parties and privately as the Party, as the context may require.

1. Introduction

The Parties intend to engage, or have engaged, in regarding certain proprietary technical and commercial information, during the course of which both parties may have access to or receive information from the other, such as information relating to product, technologies, customers or administration, sales, marketing, financial, or manufacturing activities of the other. All such information, including any materials embodying such information which is designated as confidential, whether disclosed orally or written (including electronic) form or otherwise, shall be considered by the other to be proprietary and confidential (“Confidential Information”).

2. Non-Disclosure

The First Party is the owner of or possesses the Confidential Information and will continue to develop and acquire certain confidential information.
The First Party will disclose part or all of the Confidential Information to the Second Party and to certain employees of the Second Party during the term of this agreement. The Second Party acknowledge and agree that neither the Second Party nor any employee and Affiliate of the Second Party will acquire any interest in the Confidential Information, other than the right to utilise the Confidential Information as approved by the First Party, and that the use or duplication of any Confidential Information in any other business would constitute an unfair method of competition. The Second Party further acknowledge and agree that the Confidential Information is proprietary, includes trade secrets of the First Party, is not generally known or easily accessible and is important to the First Party and its Affiliates. Consequently, the First Party will disclose the Confidential Information to the Second Party solely
on the condition that each of them hereby agrees, during the term of this Agreement and subsequent to its expiration or termination they:

1. Will not use this Confidential Information in any other business operation or capacity.
2. Will maintain the absolute confidentiality of the Confidential Information.
3. Will not make unauthorised copies of any portion of Confidential Information.
4. Will adopt and implement all reasonable procedures that the First Party prescribes from time to time to prevent unauthorised use or disclosure of Confidential Information, including, without limitation, restrictions on disclosure of the Confidential Information to Franchisees, Outlet personnel and others and:
5. Will impose all of the above mentioned restrictions and obligations on all of its employees and Affiliates.

3. Specific Purpose

The specific purpose of this Agreement is that no party involved exposes their specific interests as those interests relate to this agreement to any third party not involved in this specific agreement.

4. Non-Competition

To the extent permitted by law, the Second Party and its Affiliate jointly and severally agree that neither the Second Party, nor any of its Affiliates will not, and will procure that their Affiliates do not, directly or indirectly, through a member of their immediate family, directly or indirectly, commissioner, employee, agent, partner, joint venturer, adviser, consultant, lender or lessor, have any interest in, be engaged in or perform any services for any business that is similar to the business which its Confidential Information shall be shared under this Agreement.

5. Term and Termination

This Agreement shall become effective on the date first set forth upon signing and shall terminate upon the expiration of 5 years from the date of the last disclosure of Confidential Information.

6. Governing Law

This Agreement is governed and construed in accordance with the laws and regulations of NEW ZEALAND and AUSTRALIA.

7. Miscellaneous Provisions

This Agreement constitutes the entire agreement and understanding between the parties and integrates all prior and contemporaneous discussions between them related to the subject matter hereof. No amendment to this Agreement shall be valid unless it is in writing and signed by both parties. This Agreement shall be binding upon the respective successors and assignee’s of the parties hereto. No delay or omission by either party in exercising any right under this Agreement shall operate as a waiver of that or any other right. If any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only such provision and shall not affect or invalidate any other provision of this Agreement. The termination of this Agreement for what ever reason shall not relieve either party from its obligation hereunder.