Non-Disclosure Agreement

Discloser: A Legal Professional, as defined by Litigo’s User Agreement, who posts a Task Advertisement or accepts a Paralegal’s Offer on Litigo’s website.

Recipient: A Paralegal, as defined by Litigo’s User Agreement, agrees to complete the posted Task.

Background

1                   The Discloser may provide certain Confidential Information to the Recipient during the course of the instructions for and completion of the Task Agreement.

2                   The parties agree that any Confidential Information that is disclosed by the Discloser or any of its Authorised Representatives will be disclosed in accordance with the terms of this Agreement.

3                   This Agreement operates together with Litigo’s User Agreement.

Terms

1            Interpretation

1.1        Definitions

The following words have the following meanings in this Agreement, unless the context requires otherwise:

Authorised Purpose means the performance of the Task as described in the Task Advertisement and any incidental duties reasonably required to complete it.

Confidential Information means any information, whether oral, written, electronic, or in any other form, disclosed by or on behalf of the Discloser or any of its Representatives to the Recipient in connection with the Task, including but not limited to:

(a)  Client Information: Names, contact details, financial records, legal matters, or any personal data of clients or third parties involved in legal proceedings or transactions; and

(b)  Legal Documents: Drafts, final versions, or supporting materials such as contracts, pleadings, affidavits, briefs to counsel, research notes, or exhibits.

whether provided before, on or after the date of this Agreement and whether or not marked as "Commercial in Confidence", "Proprietary" or "Confidential", and which may be provided in writing, electronically, verbally or otherwise, but does not include any information which the Recipient can prove is in the public domain or was lawfully known to the Recipient at the time of disclosure, other than through a breach of this Agreement (provided that, where information that is in the public domain forms part of information that is not in the public domain, that information not in the public domain remains Confidential Information).

Legal Professional has the meaning given in Litigo’s User Agreement

Litigo’s User Agreement means the User Agreement between Litigo and Users of the Litigo website, which can be found here.

Loss means any loss, damage, cost or expense (including legal fees on a full indemnity basis), whether direct, indirect, consequential or otherwise.

Paralegal has the meaning given in Litigo’s User Agreement

Paralegal’s Offer has the meaning given in Litigo’s User Agreement

Privacy Act means the Privacy Act 1988 (Cth) and any regulations and codes, including any orders, directions, directives or other instruments made or issued under any of them, and with which the Discloser is bound to comply.

Representative means, in relation to a party, an employee, officer or agent of that party.

Task Advertisement has the meaning given in Litigo’s User Agreement.

Task Agreement has the meaning given in Litigo’s User Agreement.

1.2 Interpretation

The following apply in the interpretation of this document, unless the context requires otherwise.

(a)         A reference to any statute, regulation, rule or similar instrument includes any consolidations, amendments or re-enactments of it, any replacements of it, and any regulation or other statutory instrument issued under it.

(b)         A reference to the singular includes the plural number and vice versa.

(c)         Person includes an individual, firm, corporation, body corporate, unincorporated association and a governmental authority.

(d)         A reference to a party includes that party's executors, successors, liquidators, administrators, trustees in bankruptcy and similar officers and, where permitted under this deed poll, their substitutes and assigns.

(e)         Includes means includes but without limitation.

(f)          Where a word or expression has a defined meaning, its other grammatical forms have a corresponding meaning.

(g)         A heading is for reference only. It does not affect the meaning or interpretation of this Agreement.

(h)         This document is not to be interpreted against the interests of a party merely because that party proposed this document or some provision in it or because that party relies on a provision of this document to protect itself.

2            Confidentiality

2.1        Recipient's obligations

The Recipient must:

(a)         keep confidential and not disclose, or cause or permit the disclosure to any person, the Confidential Information (subject to the disclosures permitted under clause 3.1);

(b)         not use or permit the use of the Confidential Information for any purpose other than the Authorised Purpose unless authorised by a separate agreement between the parties and then only to the extent permitted by that agreement;

(c)         not make use of the Confidential Information to the commercial, financial or competitive disadvantage of the Discloser Group; and

(d)         comply with the Discloser’s reasonable directions about the use and disclosure of any Confidential Information.

2.2        Security measures

The Recipient must ensure that any Confidential Information in its possession, custody or control is secure and protected from any use, disclosure or access which is inconsistent with this deed poll. Without limiting this obligation, the Recipient must keep the Confidential Information no less secure than its own confidential information.

2.3        Exceptions to Recipient’s obligations

This agreement does not apply to the following information in relation to the task, which can be listed on Litigo’s website or in connection with any documents listing the Recipient’s work experience:

(a)  If the Discloser is an individual solicitor, the name of the Discloser and/or the Discloser’s employer company, who employs the Discloser in their role as a solicitor;

(b)  If the Discloser takes any other form than an individual, the name of the Discloser;

(c)  The broad area of law that the Task relates to; and

(d)  The nature of the duties performed in completing the Task, so far as the following are not disclosed:

i) Names, contact details, financial records, legal matters, or any personal data of clients or third parties involved in legal proceedings or transactions.

3            Return of Confidential Information

3.1        The Recipient must, on request by the Discloser, promptly:

(a)         destroy all Confidential Information in the possession, custody or control of the Recipient, its Related Bodies Corporate and their respective Representatives, except that the Recipient may retain working papers which the Recipient is required to retain for its legitimate document retention, insurance or risk management policies;

(b)         delete the Confidential Information from any computer system or other device operated, controlled or which may be accessed by the Recipient (except to the extent that such Confidential Information is stored electronically pursuant to an existing routine data back up exercise and no attempt is made to recover it other than where required by law); and

(c)         confirm by notice in writing to the Discloser that this clause 3 has been complied with in all respects.

4            Breach of obligations

4.1        Indemnity

The Recipient indemnifies and must keep indemnified the Discloser against all claims, proceedings and all Loss, arising from or incurred in relation to any breach of this Agreement by the Recipient.

6.2        Notifications and assistance

The Recipient must, at its expense:

(a)         promptly notify the Discloser if the Recipient suspects, or becomes aware of, any unauthorised use or disclosure of any Confidential Information;

(b)         immediately take all reasonable steps to prevent or stop any suspected or actual unauthorised use of Confidential Information; and

(c)         promptly provide such assistance as may be reasonably requested by the Discloser in relation to any claim or proceedings that the Discloser may take against any third party for unauthorised use or disclosure of the Confidential Information.

6.3        Acknowledgment

The Recipient acknowledges that a breach of this Agreement could cause considerable commercial and financial detriment to the Discloser.

6.4        Enforcement

The Recipient acknowledges damages may be inadequate compensation for breach of this deed poll and that the Discloser may seek a court order enforcing the obligations imposed on the Recipient both by this deed poll and generally at law.

7            Duration of Obligations

7.1        The Obligations of the Recipient under this Agreement remain enforceable despite the termination or completion of the Task Agreement.

8            Governing Law

8.1        This Agreement is governed by the laws of New South Wales, Australia.