CONFIDENTIALITY AGREEMENT
made between
"     " Pty Ltd and Contractor
	
(a)	The Contractor recognises that the Client (     ) has expended and will continue to expend time, money and effort in obtaining, retaining and developing its customer base and has invested considerably in its methods,  trade secrets and business. The Contractor acknowledges that the Client has an interest in maintaining and protecting the confidentiality of its information

(b)	The Contractor agrees, covenants and undertakes with and to the Firm
                             to be bound by the terms of this agreement

    l.	In this document, the term "Confidential Information" means all confidential
information and trade secrets of the Client and:

A.	any techniques, methods, programs, source code, object code,
software, materials, documents or manuals of the Client used in its
business; and

B.	any information relating to the business affairs, accounts, marketing
plans, prospects, research, management or finances of the Client and
any databases, data surveys, customer lists, specifications, drawings,
records, reports, software, any source information obtained or paid for
by the Client or other documents, material or other information whether
in writing or otherwise concerning the Client;

including any copies, which are not generally available to the public and to which the Contractor gains access or of which the Contractor becomes aware whether before, during or after the Assignment with the Client.

    ll.	The Contractor acknowledges that the Contractor has no rights or interest in
respect of the Confidential Information and that all of the Confidential
Information is and will be the sole and exclusive property of the Client.


      The Contractor covenants and undertakes:

A.	to keep confidential all Confidential Information;
B.	not to disclose any Confidential Information to any person, except:

1 .	as required by law;
2.	with the prior written consent of the Client; or
3.	to the Client's agents, employees or advisers in the proper
performance of the Contractor's responsibilities and duties to
the Client whether under this Confidentiality Agreement or
otherwise;

C.	to use the Contractor's best endeavours at all times to prevent the use
or disclosure of any Confidential Information to or by third parties; and

D.	to maintain proper and secure custody of all Confidential Information.

lV.	The Contractor covenants not to use any Confidential Information other than in
 connection with the provision of services to the Client.

V.	If the Confidential Information lawfully comes into the public domain then to the
extent that the Confidential Information is public, and subject to the terms and
conditions contained in this Confidentiality Agreement, the Contractor's
obligation to keep such information confidential ceases.

VI.		In the event of uncertainty as to whether:

A.	any information is Confidential Information; or

B.	any Confidential Information is lawfully within the public domain,

such information is deemed to be Confidential Information and such Confidential Information is deemed to be not within the public domain, unless the Contractor is advised by the Client in writing to the contrary.

Vll.        The Contractor shall immediately deliver all Confidential Information which is in
physical form, including all hard copies, soft copies of computer files (whether on magnetic
media, disc, thumb drive or similar) to the Client:

A.	upon the expiration of the Assignment with the Client; or

B.	at any time on the request of the Client.

VIII.	The Contractor's obligations in relation to the Confidential Information shall survive after the cessation of the Assignment with the Client and the Contractor's obligations in relation to the Confidential Information shall be enforceable at any time at law or in equity and shall continue to the benefit of and be enforceable by the Client or the Firm.



[ if the contractor is a registered business]

EXECUTED by ___      Pty Ltd
                         [insert name of Business]
by its duly appointed officer in the presence of:
	
Witness                                                                  Name of Witness (print)

________________________________               ______________________________________
	
Dated:__________________________

[if the contractor is an individual]

EXECUTED by____     
                        [insert name of contractor]

Witness                                                                    Name of Witness (print)

________________________________                  _________________________________

Dated___________________________