Working together in an open and honest way.

 

In consideration of the mutual covenants and commitments set out in this Agreement, the Parties agree:

 

1. Definitions
   
   In this Agreement unless the context otherwise requires:
    

   • "Accelerator" means Accelerator Group Limited which is a registered New Zealand company.

   • "Agreements" means any agreements, arrangements, or services supplied, by or between the Parties.

   • "Confidential Information" means any and all information and all the proprietary information, data, financial, administrative, technical or commercial, which relates to the Accelerator business and/or business practices or any related company matters including (but not limited to), plans, documents, online material, systems, products, services, processes, templates, roadmaps, playbooks, courses, details as to existing or intended business activities, and the extent and scope of operations, Improvements and all other information whatsoever howsoever recorded or stored.

   • "Disclosing Party" means Accelerator from whom Confidential Information was obtained, or developed on a collaborative basis.

   • “Improvement” means any development, modification, improvement or invention made or contributed to by the Receiving Party whether generated collaboratively, co-created or otherwise relating to the Confidential Information;

   • “Protective Application” means any application for patents, designs or other intellectual property protection concerning Confidential Information or Improvements;

   • "Receiving Party" means the party to this Agreement receiving Confidential Information or Improvements and includes any Restricted Person.

   • “Restricted Person” means any director, associate, employee, host, agent, officer, client, partner or adviser of the Receiving Party who needs to know the Confidential Information or Improvements for the purpose of conducting business.
      

2. Confidential Information
   
   The Parties acknowledge that all Confidential Information which may have come or may come into the Receiving Party's possession prior to the date of the Agreements or during the term of the Agreements is and remains confidential property of the Disclosing Party and subject to clause 3 the Receiving Party will not without the prior written consent of the Disclosing Party either before the date of the Agreements, during any of their continuance or after any of their termination:
   
   - disclose any Confidential Information or any information received in confidence from the Disclosing Party, to any person not having a bona fide need to know for purposes relating to the Agreements;
   
   - make any use whatsoever of any such Confidential Information other than in the normal course of performance of the duties and responsibilities under the Agreements;
   
   - copy Confidential Information or remove or retain any Confidential Information from the Disclosing Party's premises or online except in the normal course of performance of its duties and responsibilities under the Agreements;
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   - disclose the fact of receipt and the reasons for receiving any Confidential Information, to any person.
   
   The Receiving Party will ensure that no Restricted Person will receive either directly or indirectly any of the Confidential Information apart from those Restricted Persons who have a need to know given the purpose for which the Confidential Information has been obtained. The Receiving Party shall advise all recipients of Confidential Information in terms of this clause of the duties and obligations under this Agreement, and that ensure such persons enter into a legally binding agreement in favour of the Disclosing party on terms equivalent to the Receiving Party's obligations to under this Agreement.
   
   The Receiving Party will ensure that any other person employed or engaged by it shall not without the prior written consent of the Disclosing Party disclose to any third party or make unauthorised copies of any Confidential Information and will ensure that such Confidential Information is used only for the purpose of carrying out the Receiving Party's obligations pursuant to the Agreements.
   
   The Receiving Party will immediately on termination of the Agreements or sooner if requested by the Disclosing Party return and procure the return of Confidential Information whether held by it or any employees or agents without retaining any copies of such Confidential Information and will ensure all digital copies of such Confidential Information are deleted.
    

3. Inadvertent Disclosure
   
   Neither party shall be liable for disclosure of any Confidential Information if that information:
   
   - was in the public domain at the time it was disclosed or becomes part of the public domain subsequent to the time of disclosure through no fault of the Receiving Party; or
   - is disclosed inadvertently despite the exercise of the same degree of care as the Disclosing Party takes to preserve and safeguard its own Confidential Information; or
   - was known to the Receiving Party at the time of disclosure or otherwise lawfully furnished to the Receiving Party by a third party.
    

4. Disclosing Party owns the Confidential Information and Improvements
   
   Ownership and Improvements: The Disclosing Party will retain sole ownership of all Confidential Information including Improvements and all intellectual property rights in the Confidential Information and Improvements. The Receiving Party acknowledges and agrees that:
   
   - the Receiving Party has no interest in, license to or right to use any Confidential Information or Improvements or any intellectual property rights in the Confidential Information or Improvements, for its own benefit or for the benefit of any other person except where expressly permitted in Agreements; and
   - the Disclosing Party will own all Improvements and all intellectual property rights in them.
   
   Improvements: For the avoidance of doubt, the Disclosing Party works on a collaborative and co-creation basis as part of its business practice. The Receiving Party acknowledges and agrees that the Disclosing Party will retain sole ownership of all Improvements and all intellectual property rights in the Improvements regardless of where and how they are developed and who developed them.
   
   If, for any reason, the Receiving Party or Restricted Person becomes the owner of any Improvements and the intellectual property rights in them, the Receiving Party or the Restricted Person will:
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   - hold such Improvements and intellectual property rights on trust for the Disclosing Party; and
   - if the Disclosing Party requests, but at the Receiving Party's expense, sign all documents necessary to:
   confirm the Disclosing Party's sole ownership of the Improvements and intellectual property rights in them; and
   file a Protective Application or defend such Protective Application,
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   and the Receiving Party will ensure any such Restricted Person complies with this clause 4, at the Receiving Party's expense.
    

5. Return of Confidential Information
   
   Return:  The Receiving Party will ensure that all Confidential Information is returned to the Disclosing Party, destroyed or erased, if requested by the Disclosing Party in writing. The Receiving Party must comply with any such written request within seven (7) days. The Disclosing Party may elect in that written request whether the Confidential Information is to be returned, destroyed or erased.
   
   Certificate:  Once the Receiving Party has returned, destroyed or erased such Confidential Information, the Receiving Party will give to the Disclosing Party a certificate stating that the Confidential Information returned, destroyed or erased comprises all the Confidential Information in the possession or under the control of the Recipient and its Restricted Persons.
    

6. Governing Law
   
   This Agreement shall be governed by and construed in accordance with the laws of the New Zealand and the Parties submit to the jurisdiction of the New Zealand courts.
    

7. Counterparts
   
   This Agreement may be executed in any number of counterparts including online formats, each of which shall constitute an original, and all of which, when taken together, shall constitute one instrument.
    

8. Severability
   
   The Parties recognise the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.
    

9. Notices
   
   All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement: (i) when personally delivered; (ii) upon receipt of a telephone facsimile transmission with a confirmed telephonic transmission answer back; (iii) three (3) days after having been deposited in the mail, certified or registered, return receipt requested, postage prepaid; (iv) one (1) business day after having been dispatched by a nationally recognised overnight courier service, addressed to a Party or their permitted assigns at the current residential address for such Party; or (v) one (1) business day after having been sent via email from any email from @acceleratorHQ.com, addressed to a Party or their permitted assigns at the current email address for such Party.
    

10. Headings
    
    Paragraph headings and header pages used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
    
    
    I acknowledge that, as a recipient of Confidential Information I have received, I understand and agree to observe all the duties and obligations set out in Accelerator's Non-Disclosure, Confidentiality & Intellectual Property Agreement at www.acceleratorHQ.com/NDA

Please sign your acceptance here: https://www.acceleratorhq.com/agreement-acceptance​

Terms Version 1.2 Dated 2 April 2019

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