THIS AGREEMENT (the “Agreement”) is entered into on this date ________________ by and between ______________________________ ( the “Discloser” or the” Disclosing Party”), and Andrew Dodson owner of Transcript Divas Australia (the “Recipient” or the “Receiving Party”).
The Receiving Party desires to provide transcription services to the Disclosing Party. During the provision of services the Disclosing Party may share certain information with the Receiving Party. Therefore, in consideration of the mutual promises and covenants contained in this Agreement the parties agree as follows:
1. Definition of Confidential Information.
(a) For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) information contained in audio and video recordings, (ii) transcriptions of audio and video recordings; and (iii) any other information that should reasonably be recognized as confidential information of the Disclosing Party.
(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (ii) becomes rightfully known to the Receiving Party from a third party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (iii) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement; (iv) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation.
2. Disclosure of Confidential Information.
In accordance with seeking transcription services the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will:
(a) limit disclosure of any Confidential Information to its officers, employees, or agents (collectively “Representatives”) who have a need to know such Confidential Information in order to provide the transcription services to which this Agreement relates, and only for that purpose;
(b) advise its Representatives of the very private and very confidential nature of the Confidential Information and of the obligations set forth in this Agreement and require their Representatives to sign similar legally binding Confidentiality Agreements with the Receiving Party;
(c) shall keep all Confidential Information strictly confidential by using a high degree of care and security; and
(d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).
3. Use of Confidential Information.
The Receiving Party agrees to use the Confidential Information solely in connection with the the provision of transcription services and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.
4. Return of Confidential Information.
Receiving Party shall return, delete or destroy all recordings embodying the Confidential Information provided including all transcripts and audio and video recordings, upon the completion or termination of the project and due payment between the parties being contemplated hereunder
(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.
(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of New South Wales (Australia) applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The courts located in Sydney (Australia) shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.
(c) Dispute Resolution (Negotiation/Mediation/Arbitration). In the event of any controversy or claim arising out of or relating to this agreement, or the breach thereof, the parties hereto shall enter into negotiation with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If they do not reach settlement within a period of 7 days, then either party may, by notice to the other party and an online based recognised mediator, demand mediation under the Mediation Rules of the International Centre for Dispute Resolution. If settlement is not reached within 7 days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract shall be settled by a recognised mediator. The number of arbitrators shall be one, the place of arbitration shall be Sydney (Australia). The language(s) of the arbitration shall be English.
(d) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
Printed Name: Andrew Dodson
Title: Transcript Divas Australia (owner).