In this Agreement the following words and phrases have the following meanings (unless the context otherwise requires):
Business Days means any day other than a Saturday, Sunday or public holiday in the Jurisdiction.
Confidential Information means information that:
(a) is by its nature confidential;
(b) is designated by the Discloser as confidential; or
(c) the Recipient knows or ought to reasonably have known is confidential in nature;
and includes all information which related to the Permitted Purpose, whether in a Document or provided orally but does not include information which:
(d) is or becomes public knowledge other than by breach of this Agreement or by any other unlawful means;
(e) is in the possession of the Party without restriction in relation to disclosure before the date of receipt from the other Party;
(f) is by law or the rules of any stock exchange required to be disclosed by the Recipient; or
(g) has been independently developed, gained or acquired by the Recipient without any reference to the Confidential Information.
Consequential Loss means any loss recoverable at law other than arising in the usual course of things and includes any consequential or economic loss including:
(a) loss of anticipated or actual profits or revenue;
(b) loss of production or use;
(c) financial or holding costs;
(d) loss or failure to realise any anticipated savings;
(e) loss of business or business interruption;
(f) loss or denial of business or commercial opportunity;
(g) loss of or damage to goodwill, business reputation, future reputation or publicity;
(h) downtime costs or wasted overheads; and
(i) special, punitive or exemplary damages.
(a) any paper or other materials on which there is writing, marks, figures, symbols or perforations having a meaning for persons qualified to interpret them;
(b) any article or material from which sounds, images or writing are capable of being reproduced with or without the aid of any other article or device; and
(c) information in a form of data, text, or images stored or communicated by means of guided or unguided electromagnetic energy, or both.
Intellectual Property Rights includes all copyright and neighbouring rights, all rights in relation to inventions and discoveries (including patent and utility model rights), plant varieties, registered and unregistered trademarks (including service marks), registered designs, Confidential Information (including trade secrets and know how) and circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields including applications for grant of any of these rights or other rights of a similar nature arising (or capable of arising) anywhere in the world.
Parties means both the Discloser and the Recipient referred together.
Permitted Purpose means to evaluate the value of the Digital Dental t/a Heal With Laser business.
Jurisdiction means Queensland.
(a) In this Agreement unless specified to the contrary:
(i) the singular includes the plural and vice versa;
(ii) use of the word including and similar expressions are not, nor are they to be interpreted as, words of limitation;
(iii) a reference to a person includes a natural person, a company or other entities recognised by law;
(iv) a reference to writing includes any mode of reproducing words, figures or symbols in tangible and permanently visible form and includes electronic transmission; and
(v) a reference to a party includes the party’s executors, administrators, successors and permitted assigns.
(b) The language in all parts of this Agreement is to be in all cases construed in accordance with its fair and common meaning and not strictly for or against either of the parties.
(c) This Agreement is to be interpreted so that it complies with all applicable laws of the Jurisdiction and if any provision does not comply then it must be read down so as to give it as much effect as possible. If it is not possible to give that provision any effect at all then it is to be severed from this Agreement and this Agreement is to be construed as if the severable portion did not exist. The remainder of this Agreement will continue to have full force and effect.
(d) Any headings are for ease of reference only and do not affect the interpretation of this Agreement.