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  1. Definitions


    In the Agreement, unless the context otherwise requires:

    Business Day means any day on which banks are open for business in Brisbane, Queensland, excluding 27-31 December.

    Business Hours means the hours of 8:30am to 5:30pm (Brisbane time) during a Business Day.

    Charge means the charge (exclusive of any taxes or duties) in respect of the Service as set out in the Statement of Work, or for any goods included with the Services.

    Confidential Information means any information that concerns the business, operations or affairs of the discloser that is disclosed to, or otherwise acquired by the recipient, at any time in connection with the Agreement or the performance of the Services, and which:

    • is by its nature confidential;
    • is designated by the discloser as confidential; or
    • the recipient knows or ought to reasonably know is confidential, but does not include information which:
    • is or becomes public knowledge other than by a breach of the Agreement or any other obligation of confidentiality;
    • is in the possession of the recipient without restriction in relation to disclosure on or before the date on which it is disclosed to, or acquired by, the recipient; or
    • has been independently developed or acquired by the recipient.

    Deliverable means a tangible or intangible item that is produced by Engag3d Pty Ltd in providing the Services.

    Force Majeure Event means an event or cause beyond the reasonable control of the party claiming force majeure including, without limitation, acts or omissions of third party network operators or suppliers, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes or lockouts.

    Government Agency means any government or governmental, semi-governmental, administrative, municipal, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

    GST has the meaning given to that term in the GST Act.

    GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

    Insolvency Event means an event where an administrator, liquidator, receiver, manager and receiver or any other administrator is appointed over the assets of the business of the entity, or if the entity enters into any composition with its creditors.

    Intellectual Property Rights means any intellectual or industrial property rights (including a patent, copyright, trade mark, design, rights in relation to Confidential Information, rights in relation to circuit layouts and similar rights, in each case whether or not registered) granted under any Laws anywhere in the world, but excluding any non-assignable moral rights and similar non-assignable personal rights of an author.

    Law means:

    1. the present or future requirements of any statute, regulation, order, rule, subordinate legislation, common law, equity or other document enforceable under any statute, regulation, rule or subordinate legislation, common law or equity; and
    2. the lawful requirements, directions or instructions of any Government Agency.

    Personnel means any of a party's officers, employees, agents and representatives involved either directly or indirectly in the provision of the Services; and

    Services means the services to be provided by Engag3d Pty Ltd under this Agreement as described in the Statement of Work.

    Sub-Contractor means any person engaged by Engag3d Pty Ltd in accordance with clause 15 to perform all or any part of the Services on behalf of Engag3d Pty Ltd.

    User Acceptance Test means the user acceptance test stated in the Statement of Work and, depending on the context, includes the user acceptance test plan.

  2. Confidentiality, Data Security and Backups
    1. Each party must keep the other party's Confidential Information confidential and data needs to be stored in a secure manner with redundant backups. Engag3d Pty Ltd will only access Customer data on an as needed basis and will not retain copies of such data on it's servers. As such, Engag3d Pty Ltd expects to access Customer data upon request when needed.
    2. The parties agree to:
      1. use the Confidential Information of the other party to the extent required for the provision of the Services;
      2. not copy or reproduce any of the Confidential Information of the other party in any way except for the provision of the Services;
      3. only disclose the other party's Confidential Information to employees, contractors or Sub- contractors on a need-to-know basis provided that such employees, contractors or Sub- contractors are bound by obligations of confidentiality;
      4. disclose the other party's Confidential Information to its legal, financial or insurance providers for the purposes of obtaining professional advice;
      5. not disclose the other party's Confidential Information to any person not referred to in this clause except with the other party's prior written consent, or if required by law or any stock exchange;
      6. store data including passwords and any sensitive financial data in an encrypted and secure location with redundant backups;
      7. process web based financial transactions need to be processed through secure web pages
    3. The discloser of Confidential Information has absolute discretion to withhold consent required under clause 2.2(e).
    4. While all reasonable efforts will be made to avoid retaining copies of Customer data, any data that needs to be held by Engag3d Pty Ltd to ensure continuity of Service, will be deleted once the Service is completed or discontinued.
  3. Intellectual Property Rights
    1. Nothing in this Agreement transfers the ownership of Intellectual Property Rights of either party created prior to this Agreement or independently of this Agreement. In particular, the Engag3d software, the Agile Strategy Framework and its related models and document templates used by Engag3d Pty Ltd. during the delivery of the Service will remain the property of Engag3d Pty Ltd.
    2. The Customer provides Engag3d Pty Ltd. or its Sub-contractors a licence to use, reproduce or modify any intellectual property owned by the Customer that Engag3d Pty Ltd. reasonably requires in order to provide the Services.
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