This Non-Disclosure Agreement ("Agreement") is entered into as of the date of acceptance by the undersigned ("Recipient") and Aureum Vault ("Discloser"), regarding the protection of confidential information shared in connection with Aureum Vault's private investment network.
1. BACKGROUND
Aureum Vault operates a private investment network that provides access to exclusive property investments, business opportunities, and financial information. In connection with membership or participation, the Recipient will have access to sensitive and proprietary information that must be kept confidential.
2. DEFINITIONS
In this Agreement:
- "Confidential Information" means any information disclosed by the Discloser, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to:
- Investment opportunities and deal details
- Financial information and valuations
- Member identities and contact information
- Business strategies and methodologies
- Proprietary processes and systems
- Pricing and fee structures
- Market analysis and research
- Any information marked as "Confidential"
- "Discloser" means Aureum Vault and any of its officers, directors, employees, agents, or representatives
- "Recipient" means the undersigned individual or entity receiving Confidential Information
- "Representatives" means employees, agents, advisors, and representatives of the Recipient
3. OBLIGATIONS OF CONFIDENTIALITY
3.1 Non-Disclosure
The Recipient agrees to:
- Keep all Confidential Information strictly confidential
- Not disclose Confidential Information to any third party without prior written consent
- Use Confidential Information solely for the purpose of evaluating or participating in investment opportunities
- Not copy, reproduce, or distribute Confidential Information except as necessary for authorized purposes
3.2 Permitted Disclosures
The Recipient may disclose Confidential Information to:
- Representatives who have a need to know and are bound by confidentiality obligations
- Legal, financial, or accounting advisors, provided they agree to maintain confidentiality
- As required by law or court order (with prior notice to Discloser where legally permitted)
3.3 Standard of Care
The Recipient must protect Confidential Information with the same degree of care used to protect their own confidential information, but in no event less than a reasonable degree of care.
4. EXCLUSIONS
This Agreement does not apply to information that:
- Is or becomes publicly available through no fault of the Recipient
- Was rightfully in the Recipient's possession before disclosure
- Is independently developed by the Recipient without use of Confidential Information
- Is rightfully received from a third party without confidentiality obligations
- Is approved for disclosure in writing by the Discloser
5. INTELLECTUAL PROPERTY
All Confidential Information remains the property of the Discloser. No license or rights to any intellectual property are granted by this Agreement, except as expressly stated.
6. RETURN OF INFORMATION
Upon request by the Discloser or termination of the relationship, the Recipient shall:
- Return all Confidential Information in their possession
- Destroy any copies made of Confidential Information
- Certify in writing that all information has been returned or destroyed
7. TERM
This Agreement remains in effect for:
- The duration of the Recipient's membership or relationship with Aureum Vault
- Five (5) years following termination of that relationship
- Indefinitely for trade secrets or information that remains non-public
8. REMEDIES
8.1 Injunctive Relief
The Recipient acknowledges that breach of this Agreement may cause irreparable harm. The Discloser is entitled to injunctive relief without the necessity of proving actual damages.
8.2 Damages
The Recipient is liable for all damages resulting from breach of this Agreement, including but not limited to:
- Direct losses
- Consequential losses
- Legal fees and costs
9. NON-CIRCUMVENTION
The Recipient agrees not to use Confidential Information to circumvent Aureum Vault in any business transaction or to contact other members or deal sources introduced through Aureum Vault for independent transactions without the Discloser's involvement.
10. NON-SOLICITATION
For a period of two (2) years following termination of the relationship, the Recipient agrees not to solicit or hire any employee, contractor, or agent of Aureum Vault without prior written consent.
11. GOVERNING LAW
This Agreement is governed by the laws of Australia. Any disputes shall be resolved through binding arbitration in accordance with the rules of the Australian Centre for International Commercial Arbitration.
12. MISCELLANEOUS
- Entire Agreement: This Agreement constitutes the entire understanding between the parties
- Amendments: Must be in writing and signed by both parties
- Waiver: Failure to enforce any provision does not constitute waiver
- Severability: If any provision is invalid, the remainder continues in effect
- Assignment: Recipient may not assign this Agreement without written consent
13. CONTACT
For questions regarding this Agreement or to report a breach:
Aureum Vault
Email: legal@aureumvault.com.au
Website: www.aureumvault.com.au
ACCEPTANCE
By signing below, I acknowledge that I have read, understand, and agree to be bound by the terms and conditions of this Non-Disclosure Agreement.
Recipient Name:
Company/Organisation (if applicable):
Position/Title:
Signature:
Date: