Access to Private Contest Requires NDA

In order to access a NeedaJingle Private Contest you must sign a Non-Disclosure Agreement. This is a legal Agreement between you and the contest holder.

When you sign a Non-Disclosure Agreement you take on certain legal obligations.

Please take some time to read through the following Agreement carefully before proceeding to the contest.


Non-Disclosure Agreement

THIS NON-DISCLOSURE AGREEMENT ("Agreement") is made and entered into as of ("Effective Date") by and between ("Disclosing Party") and ("Receiving Party") for the purpose of preventing the unauthorised disclosure of Confidential Information as defined in this Agreement.

The parties agree to enter into a confidential relationship with respect tothe disclosure of private and confidential information ("Confidential Information") associated with and contained within this contest titled, .

1. Definitions:
For purposes of this Agreement, "Confidential Information" includes all materials or informationthat has or could potentially have commercial value or use in the Disclosing Party’sactivity or business.

2. Exclusions:
Under this Agreement, the obligations of the Receiving Party do not extend to information that is:

a. alreadypublicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party;
b. created or discovered by the Receiving Party before disclosure by Disclosing Party;
c. learned by the Receiving Party through legitimate means other than from the Disclosing Party or representatives of the Disclosing Party; or
d. is disclosed by Receiving Party with the Disclosing Party's prior written approval.

3. Use of Confidential Information:
The Receiving Party shall hold all Confidential Information in strictest of confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall not, without theDisclosing Party’s prior written approval, use for the Receiving Party's own benefit, copy, publish, distribute or otherwise disclose to others, or permit the use by others, any Confidential Information.

4. Term:
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement. The Receiving Party's responsibility to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until the Disclosing Party sends the Receiving Party written notice releasing the Receiving Party from this Agreement.

5. Relationships:
Nothing contained in this Agreement shall be deemed to constitute either party a partner, employee or joint venturer of the other party for any purpose whatsoever.

6. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to conflict of law rules.

7. Severability:
In the event that any provision of this Agreement is determined to be invalid or unenforceable for any reason, such provision shall be deemed modified to the extent required to render it valid, enforceable and binding, and such determination shall not affect the validity or enforceability of any other provision of this Agreement.

8. Integration:
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior agreements, representations, understandings and proposals. This Agreement may not be amended except in a writing signed by both parties.

9. Waiver:
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

10. Successors:
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Datewritten above.

Disclosing Party Receiving Party
Name: Name:


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