CONFIDENTIALITY AGREEMENT

IN CONSIDERATION OF MY EMPLOYMENT with UGL Limited (“Company”) I acknowledge and agree with the Company as follows:

1 I will keep confidential the following information, whether or not in material form:

a)   all Confidential Information of which I become aware or generate pursuant to my employment with the Company (whether before or after the day this Agreement is executed).

b)   all other Confidential Information disclosed to me by the Company or UGL Limited (“UGL”).

c)   all documents, records or items (whether originals, drafts, copies or otherwise) containing Confidential Information referred to in paragraphs 1(a) or (b) .

2. In this Agreement ‘Confidential Information’ means all information of the Company or UGL including but not limited to trade secrets, confidential know-how, client lists, supplier lists, information about tenders and proposals, information about products and services in development, business plans, marketing plans, the terms of my employment and any other information which is identified to me as confidential or which could reasonably be expected to be confidential.

3 I will:

a)   use the Confidential Information solely for the purpose of my employment;

b)   establish and maintain effective security measures to safeguard Confidential Information from access or use not authorised by this Agreement;

c)   return the Confidential Information to the Company on the earlier of termination of my employment or upon request from the Company; and

d)   in the event of an actual or reasonably suspected breach of this Agreement, immediately inform the Company and take all steps as directed to assist the Company to obtain its recovery or the preservation of its confidentiality.

4 Despite paragraph 1, I may disclose the Confidential Information only to other employees (and only to the extent that each has a need to know) who:

a)   are aware and agree that the Confidential Information must be kept confidential; and

b)   have been directed to keep it confidential.

5 I acknowledge the obligations of confidentiality under this Agreement do not extend to information which (whether before or after this Agreement is executed);

a)   is rightfully known to me or in my possession or control independently of my employment with the Company;

b)   is public knowledge (otherwise than as a result of a breach of this Agreement); or

c)   is required by law to be disclosed (but only after first informing the Company).

6 I acknowledge the obligations of confidentiality under this Agreement operate independently of any obligations in my employment contract and continue in force even after my employment has ended.

7 I agree that my obligations under this Agreement operate for the benefit of both the Company and UGL (jointly and severally) and I consent to either or both of them enforcing this Agreement against me (including but not limited the grant of injunctions given my acknowledgement that damages are likely to be an inadequate remedy if I breach the Agreement).

Dated this day of ______20 ____

Signed ______Name in Full ______

Witness ______Signature ______


INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

IN CONSIDERATION OF MY EMPLOYMENT with UGL Limited (“Company”) I acknowledge and agree with the Company as follows:

1 In this Agreement:

(a) “Intellectual Property Rights” means all intellectual property rights, including but not limited to:

(i) rights relating to inventions, patents, copyright, designs, trademarks both registered and unregistered, EL rights under the Circuit Layouts Act 1989 (Cth), trade secrets, computer programs and any right to have confidential information kept confidential; and

(ii) any application or right to apply for any of the rights referred to the preceding subparagraph.

(b) “Materials” means anything, whether tangible or intangible that attracts or is susceptible of protection by intellectual property rights, and that is invented, created or authored by me, whether solely or with others, during the course of or connected with my employment with the Company, or arising out of the my use of the Company’s resources or working time in creating the material in question (whether in part of full).

(c) "Moral Rights" has the meaning given to it in the Copyright Act 1968 (Cth).

2 I assign to UGL Limited (“UGL”) all existing and future Intellectual Property Rights in the Materials.

3 I acknowledge that, all existing Intellectual Property Rights in Materials are vested in UGL and, on their creation; all future Intellectual Property Rights in Materials will vest in UGL.

4 I agree to do all things reasonably requested by the Company or UGL to enable UGL to apply for, register, transfer or perfect the Intellectual Property Rights assigned under this Agreement.

5 I warrant that the Materials and their use by me will not infringe the Intellectual Property Rights of any other person.

6 To the extent permitted by law, I:

(a) consent to all acts or omissions by the Company, UGL or any person authorised by either of them concerning any Materials which would otherwise infringe my moral rights; and

(b) waive all existing and future moral rights in the materials.

7 I agree that my obligations under this Agreement operate for the benefit of both the Company and UGL (jointly and severally) and I consent to either or both of them enforcing this Agreement against me (including but not limited the grant of damages, an account of profits or injunctions (if damages are likely to be an inadequate remedy if I breach the Agreement)).

IN WITNESS WHEREOF I have executed this Agreement the day and year herein written:

Dated this day of ______20 ____

Signed ______Name in Full ______

Witness ______Signature ______