1.1 Both the Client and the Agent agrees to treat all information and ideas communicated to it by the other confidentially and agree not to divulge it to any third party, without the other party’s written consent. The parties will not copy any such information supplied, and will either return it or destroy it (together with any copies thereof) on request of the other party.
1.2 Exceptions to clause 1.1 will be disclosures to legal advisers, disclosures required by law, and disclosures necessary for the proper performance of the Services.
1.3 Where the Agent has developed software, spreadsheets, training materials, databases, proposals, tender documents and other electronic tools (“Tools”) in providing the Services for the Client, then the copyright in the Tools shall remain vested in the Agent, and shall only be used by the Client at the Agent’s discretion.
1.4 The Client warrants that any software, spreadsheets, databases, electronic tools or instructions provided by the Client to the Agent will not cause the Agent to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify the Agent against any action taken by a third party against the Agent in respect of any such infringement.
1.5 Whether the Agent or the Client retains the copyright in relation to Tools which are specifically developed for the Client shall be as is agreed, recorded in writing, and signed by both parties to this agreement.
1.6 The Client shall have the right to request (by e-mail) from the Agent:
(a) a copy of the information about the Client retained by the Agent and the right to request that the Agent correct any incorrect information; and
(b) that the Agent does not disclose any personal information about the Client for the purpose of direct marketing.
1.7 The Agent will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this agreement or is required to be maintained and/or stored in accordance with the law.
1.8 The Client can make a privacy complaint by contacting the Agent via e-mail. The Agent will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.
1.9 The Agent undertakes to maintain strict confidentiality over the Financial Statements and records in the Agent’s possession (including diary notes, working papers, etc.), which must not be delivered to any other person without the prior consent of the Client excepting by process of law.