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BACKGROUND

1. TNCG is to facilitate a conference for its Members for a specific industry.
2. The purpose of the meeting will allow the Members to assess the early warning and risks of a particular business that may be in financial distress, thereby saving the Member from potential loss.
3. The Member has agreed to engage TNCG to provide the Services and TNCG has agreed to accept the engagement on the terms, set out in this Agreement.

OPERATIVE PROVISION

In this agreement:

Confidential Information means TNCG’s Confidential Information or the Member’s Confidential Information (as the case may be), commercial valuable information of whatever description and in whatever form.

Credit Information includes –

(a)       the type and amount of credit provided to;

(b)       repayment history information; and

(c)       default information (including overdue payments) and court information.

Parties means TNCG and the Member, and Party means, as the context requires, one of them.

 

2.1      Conference facilities are provided by TNCG for the Members. Meetings at which representatives of a particular industry meet to discuss and disclose Credit Information for a Specified Purpose.

2.2      The Member acknowledges the following –

a)    the meetings will be conducted in a matter and style designed to observe legislative requirements;

b)    not persuade any other member or TNCG or take or refrain from taking action in relation to any particulars credit request or credit application;

c)    not supply false or misleading information to other members; and

d)    they must not misuse the information received during the meeting or use the information for the purposes set it in the item 2 Schedule 1.

 

In consideration of –

(a)       being given access or disclosure of Confidential Information; and

(b)       the mutual promises contained in this agreement,

–        the Member agrees that it will keep and will ensure that its employees keep confidential the Confidential Information unless written consent is obtained from TNCG.

3.1      Non-disclosure and use

The Member and its servants and agents will ensure that:

(a)       they will not disclose any of the Confidential Information to any other person; or

(b)       they will not use any of the Confidential Information for any reason other than for a Specified Purpose.

3.2      Uncertainty

If the Member is uncertain as to whether any information is Confidential Information, then the Member will treat the information as if it were Confidential Information and as not being in the public domain unless and until TNCG agrees in writing.

3.3      Precautions

The Member will take all reasonable precautions to maintain the confidentiality of and to prevent the disclosure or use of the Confidential Information.

3.4      Unauthorised disclosure or use

The Member must immediately notify TNCG of any unauthorised disclosure or use of the Confidential Information of which the Member becomes aware.

3.5     Exceptions

Neither Party will be bound to keep confidential any information if and to the extent that:

(a)       the information is publicly available other than by breach of this agreement by that Party;

(b)       the information is lawfully obtained by that Party from another person without any restriction as to use and disclosure;

(c)       the information is required to be disclosed by the operation of any law, stock exchange, judicial or parliamentary body or governmental agency; or

(d)       TNCG has authorised in writing the disclosure of the information.

 

The Member acknowledges and accepts that:

(a)       TNCG would suffer financial damage if the Confidential Information were disclosed to any other person or used for any purpose other than the Specified Purpose and that monetary damages would be an insufficient remedy;

(b)       in addition to any other remedy which may be available in law or equity, TNCG is entitled to injunctive relief to prevent a breach of this agreement and to compel specific performance of this agreement; and

(c)       it will immediately reimburse TNCG for all costs and expenses, (including legal costs and disbursements on a full indemnity basis) incurred in enforcing the obligations of TNCG under this agreement.

 

a)      TNCG may terminate the Member’s membership;

b)     the Member will pay to TNCG all liabilities, loss, cost, or expense (including legal fees) incurred as a result of the breach, and the time expended by TNCG as a result of the breach;

c)      The Member must return or destroy any notes, documents and confidential information of any nature at the conclusion or termination of this Agreement; and

d)     The obligations of the Member will continue to apply beyond the termination of this Agreement.

 

6.1      In the absence of any breach of this agreement, either party may terminate this agreement in its absolute discretion with a minimum of 30 days’ written notice to the other party.

6.2      Exercise of the right of termination afforded to either party under this clause will not prejudice the legal rights or remedies which either party may have against the other in respect of a breach of any term, condition or warranty of this agreement.

6.3      The obligations of the parties will continue to apply under this Agreement.

 

(ii)       transmitted electronically in either:

(A)      a tagged image format file (TIFF); or

(B)      portable document format (PDF),

as constituting a duly authorised, irrevocable, actual, current delivery of this agreement (or any amendment) with original ink signatures of each person and entity.

(b)       Each Party that delivers or transmits an executed counterpart pursuant to paragraph 11(a) (Counterpart) to another Party, agrees that it will deliver an executed original copy of the agreement (or any amendment) to the Party(s) receiving the Counterpart within 3 days after the delivery of the Counterpart.

(c)       Any noncompliance with paragraph 11(b) will not affect the validity, enforceability or binding effect of this agreement.

 

This agreement is governed by the laws of the place set out in State of Victoria.