Privacy & Policy

1. Confidential Information and Privacy

• The Contractor will take all reasonable measures to protect confidential information obtained by the Contractor (and itsApproved Delegates) during, or in connection with, the supply of services pursuant to this Agreement from use or disclosure otherwise than in accordance with the consent of the person from whom it was obtained. 
• With limiting the generality of clause 9.1 of this Agreement, theContractor will not, and will ensure that its Approved Delegates do not, whether during the currency of this Agreement or after its termination for whatever reason, use, disclose or distribute to any person or entity, otherwise than as necessary for the proper performance of its obligations pursuant to this Agreement, or as required by law, any confidential information, messages, data, code or trade secrets acquired by the Contractor in the course of supplying their services pursuant to this Agreement. This includes, but is not limited to, information about the Firm and its clients’  
• The Contractor will comply with, and will ensure that its Approved Delegates comply with, the obligations set out in the Privacy Act 1988 and, where the provisions of any International, State or Territory legislation, convention or directive relating to the handling of personal information, or any privacy code, or policy have been lawfully extended to the Firm (“the extended privacy protections”) the provisions of such extended privacy protections. Without limiting the generality of clause 9.3 of this Agreement, the Contractor must not breach, and will ensure that its Approved Delegates do not breach the privacy of any person whose personal information is disclosed to, or is collected or accessed by, the Contractor (or its Approved Delegates) in the course of supplying services pursuant to this Agreement.
• The Contractor agrees that, if called upon to do so in accordance with clause 9.1 (whether during or after the supply of services pursuant to an Engagement Offer) the Contractor will (at its cost) execute all instruments and do all things necessary in order to secure and to assure to the Firm and its client the confidentiality and privacy of information obtained by the Contractor (and its Approved Delegates) in the course of, or in connection with, the supply of services pursuant to this Agreement.

2. Copyright and other Intellectual Property

• All work produced for the Firm, or the Firm’s client, by the Contractor as a result of services supplied by the Contractor pursuant to this Agreement, and the right to the copyright and all other intellectual property in all such work, is to be the property of the Contractor (or other creator, author or designer, as the case may be) except to the extent to which any such property is the subject of any transfer, assignment or licence required by the Firm as a term of the Engagement Offer under which the work Is produced.
• The Contractor agrees that, if called upon to do so in accordance with clause 2.1 (whether during or after the supply of services pursuant to an Engagement Offer) the Contractor will (at its cost) execute all instruments and do all things necessary for getting in and vesting the copyright and all other intellectual property in the Firm (or its nominee) absolutely as sole beneficial owner.

3. Confidential information

• The Contractor acknowledges that all Confidential Information which has or may come into the possession of the Contractor, or any other person as permitted under this Agreement remains the property of the Principal and Client (where applicable).
• The Contractor must not during or after this Agreement terminates use, copy, reproduce or disclose to any person (other than is necessary for the provision of the Services), any Confidential Information without the prior written approval of the Principal and Client.
• When this Agreement ends, the Contractor must immediately deliver to the principal (and Client where applicable) all originals, copies, summaries or extracts of any Confidential Information in the Contractor’s possession or control and will undertake all reasonable steps to ensure that any such Confidential Information in the possession of the Principal Person is likewise returned.

4. Intellectual property

• The Contractor assigns to the Principal or if another person is nominated by the Principal, which may include the Client ensure the Contractor assigns to that person), all Intellectual Property Rights created or developed in connection with the provision of the Services including copyright in any software, documents or other materials or items prepared, created or developed by the Contractor, the Principal Person or other persons engaged connection with the provision of the Services(the “Materials”).
• The Contractor must not utilize any Intellectual Property Rights created or developed by a third party, in the provision of the Services, except with the Principal’s or Client’s prior written consent.
• The Contractor must not utilize any Intellectual Property Rights created or developed prior to the commencement of this Agreement or created or developed independently of the Services, in the provision of the Services, except with the Principal’s or Client’s prior written consent. Where such Intellectual Property Rights are utilized, the Contractor hereby grants the Principal and the Client, a perpetual, transferrable, sub-licensable, worldwide and royalty free license to exercise all rights in respect of such Intellectual Property Rights for the purposes of the Client receiving the benefit of the Services (including to exercise all rights in the Materials).
• The Contractor must do all things necessary or desirable requested by the Principal or the Client to give full effect to this clause 15 (including the assignment to the principal and/or Client).
• The Contractor must procure that it obtains a written consent from each author of the Materials, including from the Principal Person, to enable the Principal, the Client and any other person or entity authorized by the Principal or the Client, to use, reproduce, adapt, modify, develop and otherwise exploit any Materials prepared, created or developed by the individual in whatever form the Principal or the Client (or such other person or entity) thinks fit, including with or without making any identification of the individual as author in relation to the Materials
• The contractor warrants that:
  • The Materials are the Contractor’s original work.
  • The Materials and the use, reproduction and exploitation of the Materials, will not breach or infringe the Intellectual Property Rights or Moral Rights of any person.
  • The Contractor will not assign, license or otherwise deal with the Materials in a manner that is inconsistent with this clause 15; and
  • On termination or expiry of this Agreement, the Contractor must immediately deliver to the principal and/or Client all originals and copies (including electronic copies) of the Materials in the Contractor’s possession.
• In this clause 15, “Moral Rights” means all moral rights, including the right of attribution of authorship, the right not to have authorship falsely attributed, the right of integrity of authorship and rights of a similar nature anywhere in the world, that may now exist or that may come to exist.
• This clause 15 survives the termination of this Agreement.

5. Confidential information
   • The Independent Contractor agrees that during the continuance of this Agreement and thereafter it shall use its best endeavor’s to prevent publication or disclosure directly or indirectly of any confidential information about Balance or the customer (“Confidential Information”).
   • For the purposes of this Clause 6, Confidential Information shall mean any information which any party to this Agreement knows or ought to reasonably know is confidential or sensitive in nature and includes, but not be limited to:
     • Customer lists and prospective customer lists; specific information on customers and prospective customers (including information on purchasing preferences, credit information, and pricing); pricing lists (including item and customer specific pricing information); names of agents; operations; contractual or personnel data; trade secrets; license agreements; proprietary purchasing and sales methods and techniques; pricing methods and strategies; computer systems and computer software design and/or improvements; methods of distribution; market feasibility studies; proposed or existing marketing techniques or plans; sales, purchasing, transportation, documentation, marketing and trading techniques of customers, potential customers and/or vendors; future business plans; project files; design systems; information on current and potential vendors including, but not limited to, their identity, pricing, and purchasing information not generally known; personal information about Balance, the Customer and Balance’s and the Customer’s executives, officers and directors; and
     • Any information that is of value or significance to Balance that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, including information not generally known to the competitors of Balance or the Customer nor intended by Balance or the Customer for general dissemination in either a material or electronic form and computer systems and software programs embodying any of the above.
   • The Independent Contractor agrees with Balance that it will not, during the term or after the termination of this Agreement, use or employ or in any way divulge or permit to become known or used by any other person any Confidential Information and will use its best endeavors to prevent any other person acquiring any Confidential Information received by the Independent Contractor during the term of its contract.
   • Clause 6 of this Agreement shall not apply where:
     • The Confidential Information has already become public (unless the Independent Contractor has previously directly or indirectly alone or with any other person made public such Confidential Information).
     • It is necessary for the purpose of the Independent Contractor obtaining legal, financial or other advice (and the Independent Contractor has obtained written agreement from its legal or financial advisers not to divulge the Confidential Information to any other person).
     • It is required by law (in which case, the Independent Contractor shall forthwith notify Balance; or
     • It is authorized to use the Confidential Information in relation to the performance of its duties under this Agreement.
   • The Independent Contractor acknowledges and agrees that each of the restrictive covenants contained in Clause 6 of this Agreement are reasonable and necessary to protect the legitimate business interests of Balance, including, without limitation, the need to protect Balance’s trade secrets and Confidential Information.

6. Intellectual property
   • Unless expressly excluded by this Agreement, copyright or other intellectual property in any material produced by the Independent Contractor pursuant to this Agreement whether in a material or electronic form shall be the property of Balance or the Customer as the case may be notwithstanding the termination of this Agreement.

7. Third-party intellectual property rights
   • The Independent Contractor warrants that any intellectual property including the Material used in the provision of the Services is owned by it and is not subject to any adverse claim by any third party.
   • The Independent Contractor must at its cost, ensure that it has all necessary rights and licenses to intellectual property rights owned by third parties used or to be used by it or the Customer for the provision of the Services.
   • The Independent Contractor releases and indemnifies each of Balance and the Customer and its representatives from and against all loss or damage arising out of or referable to any breach by the Independent Contractor of the warranty contained in clause 7.1 or that warranty proving false or breach of its obligations under Clause 7.2.
   • If a third-party claim (“Claim”) is made:
     • The party against whom the Claim is made must notify the other party as soon as is practicable.
     • Upon request from Balance, the Independent Contractor must at its own cost conduct the defense of the Claim but may not settle it without Balance’s prior written consent, not to be unreasonably withheld.
     • Balance must make no admissions in relation to the Claim (except to the extent that Balance is required by law to do so) and cooperate with and provide reasonable assistance to the Independent Contractor in dealing with the Claim; and
     • If the Third-Party Claim is successful or prevents the Customer from using the third-party intellectual property, or if it is agreed that there is an infringement of the intellectual property rights of the third party, the Independent Contractor must at the Independent Contractor’s expense and at the option of Balance:
       • Obtain all rights required to permit the use of the third-party intellectual property by the Customer; or
       • Provide a substitute to the Customer, of equal or better quality, for the third-party intellectual property.