Reciprocal Non-Disclosure Agreement Your Details Your Company Name*: Your Company Number: Postal Address*: Your Name*: Your Email*: Your Phone*: Our Details Name: New Zealand Technology Group Limited Company Number: 6057488 Address for Notices: 5 Arawa Street, Grafton, Auckland, 1023 Contact Person: Dwayne Smith Email Address: sales @ wholesalegroup.nz Phone Number: 0800 001 619 Recitals The parties intend to disclose certain information to one another, and agree to keep that information confidential in accordance with the terms of this agreement. This agreement will be superseded by a contractual purchase agreement between the parties once it comes into force on the start date. 1. Confidentiality Obligations 1.1 Each party must: a) keep the other party’s Confidential Information secret and confidential; b) not access, use or reproduce the other party’s Confidential Information for any purpose other than the Permitted Purpose, nor assist or permit any other person to do so; c) not disclose the other party’s Confidential Information except as permitted under this agreement; and d) take all steps reasonably necessary to safeguard the other party’s Confidential Information from unauthorised access, use or disclosure. 1.2 A party may disclose the other party’s Confidential Information: a) to its representatives if they need to know the Confidential Information for the Permitted Purpose. A party is liable for any unauthorised access, use or disclosure by its representatives of the other party’s Confidential Information; b) to any of its Related Companies where it is deemed necessary to do so; c) to the extent required by Law, the rules of any stock exchange, order of governmental agency, court, regulator or tribunal of competent jurisdiction and the provided that it uses reasonable endeavours to: i) notify the other party of the proposed disclosure; and ii) ensure that a person to whom the proposed disclosure is to be made is subject to equivalent confidentiality obligations to those set out in this agreement or is otherwise subject to confidentiality obligations that are acceptable to the disclosing party, acting reasonably; or d) with the prior written consent of the other party. 1.3 Each party acknowledges that monetary compensation may not be a sufficient remedy for any breach of this agreement and that the other party may seek and obtain specific performance or injunction relief as a remedy for any breach or threatened breach of this agreement, in addition to any other remedies available by law. 1.4 The obligations of confidentiality imposed by this agreement begin on the date that this agreement is signed by the last party and continues in force until: a) all of the Confidential Information is readily available in the public domain; or b) agreed in writing by both parties. 2. Return of Confidential Information 2.1 Either Party (“the disclosing party”) may at any time notify the other party (“the recipient”) in writing that its right to use the disclosing party’s Confidential Information ceases. 2.2 Upon notification in accordance with clause 2.1, or if this Agreement is otherwise terminated: a) the recipient’s right to use the disclosing party’s Confidential Information ceases; and b) the recipient must return, destroy or delete the disclosing party’s Confidential Information on demand by the disclosing party, except to the extent that it is impractical to do so, necessary to comply with the recipient’s internal governance processes or necessary to comply with any applicable law. 2.3 The obligations of confidentiality under this agreement continues to apply to the recipient after notice in accordance with clause 2.1 even if the recipient has returned, destroyed or deleted the disclosing party’s Confidential Information in accordance with clause 2.2. 3. Acknowledgements and Disclaimers 3.1 No party represents or warrants that its Confidential Information is accurate, complete, up to date, fit for any particular purpose or that the use of the Confidential Information does not infringe on any third party rights. Each party must make its own assessment of the other party’s Confidential Information and must satisfy itself as to its accuracy and completeness. 3.2 No party is obliged to enter into any further agreement or discussion with the other party or to refrain from entering into an agreement or discussion with a third party as a result of entering this agreement. 3.3 Nothing in this agreement may be construed as granting or conferring on a party any proprietary rights, licenses or other rights in any of the other party’s Confidential Information, other than the rights expressly granted under this agreement. 3.4 Neither party has any obligation under this agreement to disclose Confidential Information to the other party. Either party may at any time cease giving Confidential Information to the other party without any liability. 4. Dealings with Related Companies 4.1 Both parties acknowledge that any of their Related Companies are not parties to this agreement and therefore accepts responsibility for notifying each of its Related Companies (as applicable) of: a) the terms of this agreement (including any variations to this agreement made from time to time); b) the contents of notices issued pursuant to this agreement (including a notice issued under clause 2.1 of this agreement) and; c) any termination of this agreement 4.2 If either party’s discloses the other party’s Confidential Information to one of its Related Companies then: a) the disclosing party will ensure that the applicable Related Company complies with this agreement on the basis that it has the same duty of confidentiality and obligations under this agreement as that of the disclosing party; and b) that Related Company may exercise the same rights, including in relation to the use and disclosure of Confidential Information, as those afforded to the disclosing party under this agreement. 5. General 5.1 This agreement is governed by the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the courts of New Zealand. 5.2 A person who is not a party to this agreement has no right under any applicable legislation to enforce a term or condition of this agreement. 5.3 This agreement may only be varied by written agreement between the parties 5.4 Neither party may assign its rights or obligations under this agreement to any person without the prior written consent of the other party, such consent may be withheld in the other party’s sole and absolute discretion. 5.5 A waiver of a provision of this agreement or a right or remedy arising under this agreement must be in writing and signed by the party granting this waiver. A waiver is only effective in the specific instance and for the specific purpose for which it is given. Failure by a party to exercise a right or delay in exercising that right does not prevent its exercise or operate as a waiver. 5.6 Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of this agreement is not affected. 5.7 This agreement constitutes the entire agreement between the parties about its subject matter and supersedes any previous understanding, agreement, representation or warranty relating to that subject matter. 5.7 This agreement may be executed in any number of counterparts, in which case the start date for this agreement will be the date on which the last counterpart is signed. All counterparts will be taken together and constitute one instrument. 6. Definitions In this agreement unless otherwise indicated: Affiliate means in relation to any body corporate (first body), another body corporate (second body) that directly or indirectly: Controls the first body; or Is Controlled by the first body. Confidential Information in relation to a party means: the existence and terms of this agreement the fact that the Parties (including, in the instance where Related Companies are involved) are or have been in discussions concerning a possible transaction and any fact with respect to such possible transaction; and all the information which is provided or on behalf of the party or Related Companies to the other party or any of its Related Companies of any nature and in any form (whether or not that information is information of the party or either party’s Related Companies) for or in connection with the Permitted Purpose, but does not include information which: is, or becomes, readily available in the public domain, or other than as a result of a breach of this agreement; is known to the other party (including, in the instance where Related Companies are involved) before it received it and is not subject to an existing obligation of confidence between the parties or their Related Companies; is developed by the other party (or in the instance where a Related Company is involved) independently of the disclosure; or is provided by the other party (or in the case where a Related Company is involved) by a third party who is not under an obligation of confidence in the respect of the information. Control of a body corporate means: the holding (whether directly or indirectly, or whether alone or in concert with other parties) of 50% or more of the securities of that body corporate; or the ability to determine the outcome of financial policies and operating decisions of that body corporate. Permitted Purpose means the purpose of considering whether or not to enter into or amend an agreement for the supply or acquisition of communications products and/or services (including ancillary products or services such as customer premise equipment) and conducting analysis, discussions and negotiations in relation to such matter. Related Company means another entity that is an affiliate of either of the parties in this agreement and “Related Companies” shall be interpreted consistently with this definition. Representative of a party (or where a Related Company is involved, if applicable) means any director, officer, employee, agent, contractor or professional advisor of the party (or Related Companies if applicable. Agreed by You Signed for you by your authorised representative: Your Name*: Your Title*: A copy of this form and these details will be sent to your email address.
