CONFIDENTIALITY DEED POLLmadeday of20 .
BY [insert name] of [insert address](Confidant)
Department / Agency / Title / Phone / Email[insert] / [insert] / [insert] / [insert]
IN favourof the STATE OF VICTORIA through the Department of Treasury and Finance of 1 Treasury PlaceMelbourneVictoria 3002(Lead Department)
1Introduction
(a)The State of Victoria through the Lead Department has engaged the Service Provider to provide the Services to Purchasers on the terms and conditions contained in the Contract.
(b)The Confidant is a Purchaser under the Contract. The Contractincludes Confidential Information.
(c)The Department will allow the Confidant access to Confidential Information provided that its confidentiality canbe maintained strictly, and the Confidant has entered into this Deed in order to acknowledge the conditions under which access to the Confidential Information will be given.
This Deed now witnesses as follows:
2Interpretations and definitions
(a)The singular includes the plural and vice versa and words importing a gender include other genders.
(b)Terms importing natural persons include partnerships and bodies corporate.
(c)Other grammatical forms of defined words or phrases have corresponding meanings.
(d)Where a party comprises two or more persons, the provisions of this Deed that bind that party shall bind those persons jointly and severally.
(e)A reference to a party in this Deed or any other document or agreement includes its successors and permitted assigns.
(f)The reference to the Confident includes the Confidant’s employees, agents and sub-contractors.
(g)The reference to the Lead Department is a reference to the Crown in the right of the State of Victoria.
(h)Confidential Information means information that is by its nature confidential, is designated as confidential or the Confident knows or ought to know is confidential or which is disclosed to the Confident during the course of the provision of the Services by the Service Provider, and includes without limitation, information relating to the terms of the Contracts and theService Provider’spricing information (including reviews, rebates or discounts (if any)), service levels, but does not include information which is:
(1)publicly known or becomes publicly known other than by breach of any other obligation of confidentiality;
(2)disclosed to the Confident without restriction by a third party and without any breach of confidentiality by the third party; or
(3)developed independently by the Confidant without reliance on any of the Confidential Information.
(i)Contract meansthe State PurchaseContract Agreement for the Provision of Cash and Banking Servicesbetween the Lead Department and theService Provider dated6 June 2011.
(j)Deed means this Confidentiality Deed Poll.
(k)Information Privacy Principles means the information privacy principles set out in the Information Privacy Act 2000 (Vic).
(l)Purchaser has the same meaning as in the Contract.
(m)Services means the services provided under the Contract.
(n)Service Provider means the Service provider named in the Contract
3Non Disclosure
(a)The Confidant will treat as secret and confidential all Confidential Information to which it has access or which is disclosed to it.
(b)The Lead Department may impose conditions or limitations on the access that the Confidant has to Confidential Information including (without limitation) a requirement that the Confidant obtain the execution of a deed (in the same terms as this Deed) by any person to whom the Confidant proposes to disclose the Confidential Information.
(c)The obligations of the Confidant under this Deed shall not have been breached where the Confidential Information is legally required to be disclosed.
4Restriction on use
(a)The Confidant will use the Confidential Information only for the purpose purchasing the Services from the Service Provider.
(b)The Confidant:
(1)will not copy or reproduce the Confidential Information (in whole or in part)without the approval of the Lead Department; and
(2)will take all necessary precautions to prevent unauthorised access to or copying of the Confidential Information in its control.
5Privacy
The Confident must fully comply with the Information Privacy Principles and any applicable Code of Practice, pursuant to the Information Privacy Act 2000 (Vic), with respect to any act done or practice engaged by the Confidant under of in connection to the Contracts and any purchase of the Services made under them.
6Survival
This Deed will survive the termination or expiry of any Contract.
7Powers of the Lead Department
(a)Immediately upon request by the Lead Department, the Confidant must deliver to the Lead Department all documents in the possession or control of the Confidant containing Confidential Information.
(b)If at the time of such a request the Confidant is aware that documents containing Confidential Information are beyond his or her possession or control, then the Confidant must provide full details of where the documents containing the Confidential Information are, and the identity of the person who has control of them.
8Injunctive relief
The Confident acknowledges that the Lead Department will be entitled (in addition to any remedy it may have) to seek an injunction or other equitable relief with respect to any actual or threatened breach by the Confident of this Deed and without the need on the part of the Lead Department to prove any special damage.
9Applicable Law
This Deed shall be governed in accordance with the law of Victoria
Executed as a Deed Pollon the date set out at the commencement of this Deed
SIGNED SEALED and DELIVERED)
by )
in the presence of:)
Witness:
Cash and Banking – Confidentiality Deed Poll1