This Confidentiality & Non-Disclosure Agreement ("Agreement") is entered into between Kevin Marksteiner, trading as Aqualux Nexus of Newcastle, NSW, Australia ("Disclosing Party"), and you, the person accessing this site ("Recipient"). By entering your name and email, ticking the box below and proceeding, you agree to be bound by this Agreement as of that date.
1. Purpose
The Disclosing Party wishes to share confidential information about the Aqualux Nexus pool-water testing and automation products, software, designs and business plans (the "Project") with the Recipient solely for the purpose of evaluation, feedback, potential investment, or potential manufacturing/development collaboration (the "Permitted Purpose").
2. Confidential Information
"Confidential Information" means all non-public information disclosed through this site or related discussions, in any form, including but not limited to: hardware designs, engineering drawings, component schedules, specifications, software, source code, databases, chemistry logic, methods, know-how, product roadmaps, pricing, commercial strategy, customer data, images, renders and any notes or analyses derived from them.
3. Obligations of the Recipient
The Recipient will: (a) keep the Confidential Information strictly confidential and use it only for the Permitted Purpose; (b) not copy, reproduce, distribute, publish, or disclose it to any third party without the Disclosing Party's prior written consent; (c) protect it with at least the same care used for its own confidential information and no less than reasonable care; and (d) not use it to compete with, or to the detriment of, the Disclosing Party.
4. No Reverse Engineering
The Recipient will not reverse engineer, disassemble, decompile, replicate, or attempt to derive the design, structure or ideas of any part of the Project, nor use the Confidential Information to develop, directly or indirectly, any competing product or service.
5. No Licence or Ownership
All Confidential Information and all intellectual property in the Project remain the sole property of the Disclosing Party. Nothing in this Agreement grants the Recipient any licence, right, title or interest in the Confidential Information or any intellectual property, whether by implication or otherwise.
6. Exclusions
This Agreement does not apply to information that the Recipient can prove: (a) was publicly available through no breach of this Agreement; (b) was lawfully known to the Recipient before disclosure; (c) was lawfully received from a third party without a duty of confidentiality; or (d) is required to be disclosed by law or court order, provided the Recipient gives the Disclosing Party prompt written notice where legally permitted.
7. Return or Destruction
On the Disclosing Party's written request, the Recipient will promptly return or permanently destroy all Confidential Information and any copies, and confirm such destruction in writing.
8. No Obligation & No Warranty
Nothing in this Agreement obliges either party to proceed with any transaction, investment or collaboration. The Confidential Information is provided "as is" without warranty of any kind, and the Disclosing Party is not liable for any Recipient decisions made in reliance on it.
9. Term & Survival
This Agreement takes effect on the date of acceptance and the Recipient's confidentiality obligations survive for five (5) years from that date, or until the Confidential Information ceases to be confidential through no fault of the Recipient, whichever is longer.
10. Governing Law
This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that State.
11. Acknowledgement
By entering your name and email, ticking the acceptance box and clicking "Agree & Enter", you confirm that you have read, understood and agree to be legally bound by this Agreement, and that the details you provide are true.