Confidentiality and Nondisclosure Agreement
1. In this nondisclosure agreement, unless the context otherwise requires:
“Confidential Information” means any Information directly or indirectly concerning, or related to the Plans and/or the Ideas or the affairs or business of, each of the participants in the Centre for Innovation and Entrepreneurship’s Programmes (“Participants”) or the Plans and/or the Ideas or the affairs or business that are provided by contributors to the Programme (“Contributors”). “Information” includes the whole or any part of, and all copies and other means of reproduction or storage of:
(a) any intellectual property, including any opinion, projection, idea, concept, process, procedure, plan, design, programme, study, data, report, knowhow, expertise or other such property;
(b) any document, data, statement, analysis, opinion, projection, forecast, report, note, notebook, drawing, manual, letter, sample or any other such material, whether in a permanently visible form or not.
“Intellectual Property Rights” means any and all rights to and interests in, or protecting, any and all industrial and intellectual property of any kind, whether or not in a material form, including but not limited to:
(a) copyrights, brand names, the Entries, the Plans, the Ideas, designs, all rights relating to confidential information, and patents (or equivalent in any jurisdiction), and includes the right to use, commercialise and exploit the Entries, Plans and/or the Ideas in New Zealand, any right to apply for registration of any such intellectual property rights anywhere in the world, to claim priority under international convention for any such applications and all rights conferred by such industrial or intellectual property when registered or granted; and
(b) any processes, formulae, designs, reports, drawings, specifications, software, blue prints, knowhow, experiences, characteristics, inventions, discoveries, improvements and research data, in relation to any industrial and intellectual property, in relation to the Entries, Plans and the Ideas.
2. I have undertaken to participate in one or more of the programmes that are run by the Centre for Innovation and Entrepreneurship at the University of Auckland (“The Programme”), which includes, but is not limited to:
- Velocity, including any events, workshops of the same;
- Venture Lab Incubator, including any events, workshops of the same along with the provision of Incubation/ office space to work on ventures as appropriate;
- Summer Lab;
- Idea Bootcamp;
- Ideate! Validate!;
- Get Good Done;
- Startup School
- Programmes, workshops or events that are run by the Unleash Space;
- The Master of Commercialisation and Entrepreneurship;
- Solve It;
- The PhD Research and Innovation Commercialisation Workshop;
- Innovation Squad; and
- Any other initiative or event hosted or run by the Centre for Innovation and Entrepreneurship.
I acknowledge that in the course of my participation in The Programme, I may have access to the ideas, inventions and concepts of other participants in The Programme or contributors to the programme. I acknowledge that:
- the Intellectual Property Rights and all other rights of the participants and contributors will remain unaltered as a result of entering the programme;
- Ideas may constitute trade secrets; and
- participants are using The Programme to develop their proposals whilst they learn about Intellectual Property protection and may not have yet taken appropriate steps to patent or otherwise protect their Plans or Ideas.
3. Therefore, in consideration of my participation in The Programme, I agree for the benefit of the University of Auckland, the Centre for Innovation and Entrepreneurship, Contributors to the programme, and the other individual participants involved in The Programme that I:
a) shall ensure all Confidential Information is at all times, and shall not at any time, directly or indirectly:
I. be disclosed to any person; or
II. be used for my own benefit; or
III. be used to the detriment of the participants or Contributors, or the University of Auckland or any client, customer or supplier of or to the University of Auckland;
b) take all reasonable efforts to hold the Ideas and Plans and all Confidential Information which I may receive in the course of The Programme in strict confidence and in a safe place; and
4. The above restrictions shall not apply to any Confidential Information which:
(a) is in the public domain at the time of disclosure; or
(b) becomes publicly known through no wrongful act of mine; or
(c) is known to me at the time of disclosure; or
(e) is used or disclosed with the approval of the participants or contributors involved; or
(f) is furnished to any third party without similar restrictions on the third party’s rights; or
(g) is received by me from a third party who has a lawful right to disclose that Confidential Information to me; or
(h) is disclosed pursuant to the requirement or request of a governmental agency.
I acknowledge that, the above obligation of confidentiality referred to at paragraph 3 will apply for twelve (12) months from the date of execution.
The obligations of confidentiality and non-use related to the Confidential Information in this Agreement shall be binding throughout the term of this Agreement and shall remain in force for a period of two (2) years from the date of its expiration or termination.