of [ENTER YOUR ADDRESS IN FIELD BELOW] ("you").
19.
Confidential
Information
Prohibition on Use and Disclosure of
Confidential Information
19.1.
During
your employment or after your employment ends you must:
(a)
not
directly or indirectly disclose, copy or use (or attempt to disclose, copy or
use) any Confidential Information for your own benefit or the benefit of any
other person or entity except in the proper performance of your duties or with
the written consent of the Employer;
(b)
keep
any Confidential Information secret and confidential, except to the extent you
are required by law to disclose it; and
(c)
take
all reasonable and necessary precautions to maintain the secrecy and prevent
the disclosure of any Confidential Information.
Notification on Disclosure of Confidential
Information
19.2.
You
must immediately notify the Employer if:
(a)
you
become aware of any breach of the obligations in clause 19.1 or
(b)
you
are lawfully obliged to disclose any Confidential Information to a third party
and in this case must comply with the Employer’s lawful directions in relation
to the disclosure.
Obligations on Termination
19.3.
On
termination of your employment or at any time requested by the Employer, you
must:
(a)
return
to the Employer all Confidential Information; and
(b)
provide
to the Employer all copies, extracts, notes and/or recordings of the
Confidential Information (or any part of the Confidential Information) in any format
or media; and
(c)
certify
to the Employer that you have complied with these obligations.
19.4.
You
must ensure secure custody of Confidential Information in your possession or
control, and use your best endeavours to prevent the use or disclosure of
Confidential Information in a manner contrary to this Agreement.
19.5.
Your
obligations under clause 19 continue to apply after the termination of your
employment with the Employer.
19.6.
For
the purposes of this Agreement, “Confidential Information” means all
information (whether or not it is described as confidential) in any form or
medium concerning any past, present or future business operations or affairs of
the Employer, or any customer, client, licensee, contractor or supplier of the
Employer, including without limitation:
(a)
trade
secrets of the Employer;
(b)
information
about the business and affairs of the Employer such as products of the
Employer, services offered by the Employer, financial accounts and reports of
the Employer and its customers, marketing and/or strategy plans, client
proposals, sales plans, client prospects, information about fees, pricing
information, supplier lists, research, financing, inventions, designs,
techniques, plans, diagrams, graphs, procedures or processes, security
information, sales and training materials, and operational information and
methods;
(c)
details
or contracts and arrangements with third parties including information about
customers, suppliers and contact persons of the Employer, such as their
specific requirements, arrangements and past dealings with the Employer;
(d)
customer
names and addresses, customer lists, business cards and diaries, calendars or
schedules;
(e)
all
technical and non-technical data, formulae, patterns, programs, devices,
methods and research activities, ideas and concepts;
(f)
all
financial and accounting information, pricing lists, schedules and structures,
product margins and financial plans;
(g)
remuneration
details and investment outlays;
(h)
Intellectual
Property rights;
(i)
all
information contained in this Agreement;
(j)
manuals,
computer databases and computer software; and
(k)
all
other information obtained from the Employer or obtained in the course of your
employment with the Employer, that is by its nature confidential,
but excludes information that has come into the
public domain other than by a breach of this Agreement or other unauthorised
use or disclosure.
20.
Intellectual
Property and Moral Rights
20.1.
Subject
to any express written agreement to the contrary, you agree that all
Intellectual Property rights in the Materials automatically vest in the
Employer.
20.2.
To
the extent permitted by law, you unconditionally and irrevocably consent to the
Employer (and persons claiming an interest in the Materials through the
Employer) committing any act or omission that may constitute an infringement of
your Moral Rights in respect of all Materials created prior to or after this
consent is given, and you waive all Moral Rights that you may have worldwide
for the benefit of the Employer, its licensees, successors in title and anyone
authorised by any of them to do any act compromised in the Material.
20.3.
You
must, when required, do all things and execute all documents necessary to give
effect to clause 20.
20.4.
Your
obligations under clause 20 continue to apply after the termination of your
employment with the Employer.
20.5.
For
the purposes of this Agreement:
(a)
“Intellectual
Property” means present and future rights conferred by statute, common law
or equity in or in relation to copyright, trademarks, designs, patents, circuit
layouts, plant varieties, business and domain names, inventions or other
results of intellectual activity in the industrial, commercial, scientific,
literary or artistic fields whether or not registrable, registered or
patentable. These rights include:
(i)
all
rights in all applications to register these rights;
(ii)
all
renewals and extensions of these rights; and
(iii)
all
rights in the nature of these rights, such as Moral Rights.
(b)
“Moral
Rights” means the rights of integrity of authorship, rights of attribution
of authorship, rights not to have authorship falsely attributed and rights of a
similar nature, that exist, or may come to exist anywhere in the world in all
Materials made or to be made by you in the course of your employment.
(c)
“Materials”
means works, ideas, concepts, designs, inventions, designs, drawings, plans,
software, hardware, reports, documents, systems, improvements and other
material or information created, made or discovered by you (either alone or
with others and whether before or after the date of this document) in the
course of your employment or as a result of using the resources of the Employer.
21.
Termination
of Employment
21.1.
As
you are a casual employee, you are not entitled to be given, and are not
required to give, notice of termination.
22.
Employee
Obligations Upon Termination of Employment
Return of Employer
Property
22.1.
Unless
expressly agreed in writing (e.g. where an item is provided as a bonus or
benefit), all items provided during your employment remain the property of the
Employer (or such other person as may be its legal owner) (“Employer
Property”).
22.2.
Upon
the date of termination, or at any time upon request by the Employer, you are
to immediately:
(a)
return
to the Employer all Employer Property which is in your possession, custody or
control that relates in any way to the business or affairs of the Employer or
its customers (including but not limited to keys, documents, business cards,
computers, mobile phones, tablets and all pass codes required to access any
such devices); and
(b)
return
or destroy (subject to the Employer’s direction) any records or items
containing Confidential Information or any information relevant to the Employer
(including but not limited to electronic records).
22.3.
If
required by the Employer, you agree to provide an undertaking or execute a
statutory declaration confirming your compliance with sub-clauses 22.2(a) and 22.2(b). Where
it does so, it may withhold any payment due to you until you have complied with
that request.
22.4.
Your
obligations under clause 22 continue to apply after the termination of your
employment.
Deduction from Remuneration
22.5.
You
agree to repay the Employer any overpayment of wages as soon as possible but
within 2 months of its identification. If at the time your employment is
terminated you owe any amounts to the Employer, the Employer may set off this
amount against any amounts owed to you by the Employer at the date of
termination, except for amounts the Employer is not entitled by law to set off.
22.6.
By
signing this Agreement you acknowledge and accept that any such deductions are
both reasonable and principally for your benefit, taking into account that the
deduction facility:
(a)
forms
part of a broader set of remuneration and benefit terms afforded by this
Agreement;
(b)
allows
the Employer to have the confidence to make any advance or ‘up front’ payments
to you, or for your benefit, without being put to unnecessary expense to
recover any repayable amounts; and/or
(c)
simplifies
the repayment process for you.
22.7.
You
may also authorise other deductions from time to time, by completing a written
request that complies with the Employer’s requirements.
No further claims and post-employment
obligations
22.8.
If
your employment is terminated for any reason, you acknowledge:
(a)
your
on-going duties with respect to the post-employment obligations contained in
this Agreement survive the termination of this Agreement and that all amounts
paid under this Agreement constitute adequate consideration for those
obligations; and
(b)
you
will not make or cause to be made, any statement or comment which disparages
the Employer or any of its officers, employees or agents.