Background

This page details our commitment to protecting your commercially sensitive information including operational information and intellectual property. It forms part of our service level agreement with all clients, whether it has been agreed formally or informally.

We (APL Health Limited, trading as Smart Clinic) are an occupational health and corporate wellbeing provider, and have been engaged by your organisation (the Client) to provide services relating to occupational health and corporate wellbeing.

We may be required to receive confidential or sensitive information from the Client as a result of the services we have been contracted to provide.

Confidential information

All written and oral information and materials disclosed or provided by the Client to to us under this agreement constitute Confidential Information, regardless of whether such information was provided before or after the date of any other service agreements with us.

We acknowledge that in any position we may hold as a result of the agreement, we may be acquiring and making use of information about commercial or operational matters which are confidential to the Client or that is the exclusive property of the Client.

‘Confidential Information’ means all data and information relating to the business and management of the Client, including but not limited to the following:

1. ‘Customer Information’ which includes names of customers of the Client, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Client;
2. ‘Intellectual Property’ which includes information relating to the Client’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
3. ‘Marketing and Development Information’ which includes marketing and development plans of the Client, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Client which have been or are being discussed;
4. ‘Business Operations’ which includes internal personnel and financial information of the Client, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Client, and the manner and methods of conducting the Client’s business;
5. ‘Product Information’ which includes all specifications for products of the Client as well as work product resulting from or related to work or projects performed or to be performed for the Client or for clients of the Client, of any type or form in any stage Non-Disclosure Agreement Page 2 of 9 of actual or anticipated research and development;
6. ‘Production Processes’ which includes processes used in the creation, production and manufacturing of the work product of the Client, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
7. ‘Service Information’ which includes all data and information relating to the services provided by the Client, including but not limited to, plans, schedules, manpower, inspection, and training information;
8. ‘Proprietary Computer Code’ which includes all sets of statements, instructions or programs of the Client, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (‘Computer Programs’); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
9. ‘Computer Technology’ which includes all scientific and technical information or material of the Client, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know[1]how and show-how;
10. ‘Accounting Information’ which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Client; and
11. Confidential Information will also include any information that has been disclosed by a third party to the Client and is protected by a non-disclosure agreement entered into between the third party and the Client.

Confidential Information will not include the following:

1. Information that is generally known in the industry of the Client;
2. Information that is now or subsequently becomes generally available to the public through no wrongful act of Smart Clinic;
3. Information rightly in the possession of Smart Clinic prior to the disclosure to us by the Client;
4. Information that is independently created by us without direct or indirect use of the Confidential Information; or
5. Information that we rightfully obtains from a third party who has the right to transfer or disclose it.

Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Client and will only be used by us for the Permitted Purpose. We will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Client or any associated affiliates or subsidiaries.

We may disclose any of the Confidential Information to such employees, agents, representatives and advisors that have a reasonable need to know, provided that:

1. We have provided such personnel f the confidential nature of the Confidential Information
2. such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as us

We may also disclose any of the Confidential information to a third party with the written consent of the Client, or as required by law in requirement of a court of law, regulatory body or an administrative tribunal.

Avoiding Conflict of Opportunities

It is understood and agreed that any business opportunity relating to or similar to the Client’s current or anticipated business opportunities coming to our attention is an opportunity belonging to the Client. Accordingly, we will advise the Client of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Client.

Without the written consent of the Client, we further agree not to directly or indirectly, engage or participate in any other business activities which the Client, in its reasonable discretion, determines to be in conflict with the best interests of the Client.

Ownership and Title

We acknowledge and agree that all rights, title and interest in any Confidential Information will remain the exclusive property of the Client. Accordingly, we specifically agree and acknowledge that we will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade marks or trade names, notwithstanding the fact that we may have created or contributed to the creation of that Confidential Information.

We hereby waive any moral rights that we may have with respect to the Confidential Information.

The Confidential Information will not include anything developed or produced by us during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trade marks or copyright that:

1. was developed without the use of any equipment, supplies, facility or Confidential Information of the Client;
2. does not relate to the actual business or reasonably anticipated business of the Client;
3. does not relate to the actual or demonstrably anticipated processes, research or development of the Client; and
4. does not result from any work performed by us for the Client

Notices

In the event that we are required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, we will attempt to give to the Client prompt written notice of such request so the Client may seek an appropriate remedy or alternatively to waive our compliance with the provisions of this Agreement in regards to the request.

If we lose or makes unauthorised disclosure of any of the Confidential Information, we will immediately notify the Client and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.