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F145 - Confidentiality Deed Poll

This Deed Poll is made in favour of the Director General of the Department of Transport of 140 William
Street Perth (“Transport”)
;by
<<insert consultant/contractor full name>> (Print full name) (the “Contractor”) of
<<insert company name and company address>> (Print company name and address)

Recitals
A. The Contractor is to provide a number of services in connection with
<<insert relevant contract number and name>> (the “Contract”) between Transport
and
<<insert company name>>
dated <<insert date of contract>> (the “Services”).
B. Transport has arranged for the Contractor to have access to certain Transport systems and records
(“Transport Systems and Records”) for the purpose of the Services. This is necessary for the
Services which will involve the Contractor sharing office facilities with Transport employees.
C. It is possible that the Contractor may continue to have access to Transport Systems and Records for
the purposes of providing further services to Transport (“Further Services”) under one or more other
contracts.
D. The Transport Systems and Records contain information which is either commercially sensitive,
personally sensitive or otherwise confidential (“Confidential Information”). Other similar
information may come to the knowledge of the Contractor in the course of the Services or any
Further Services.
E. State Government employees are subject to stringent non-disclosure obligations as part of the legal
framework governing their employment.
F. This agreement is intended to address the Contractor’s obligations to prevent any unauthorised
disclosure or use of the Confidential Information described in Recital D.

1. Definitions and Interpretation

Confidential Information includes but is not limited to:

a) all information of a confidential, personal or commercially sensitive nature supplied to the Contractor
by or on behalf of Transport in relation to:
i) the Services or any Further Services; or

ii) the operation or business of Transport or any part thereof; and

b) any other information of a confidential nature that comes into the Contractor’s knowledge or
possession as a result of him/her having access to Transport Systems and Records or being
involved in the Services or any Further Services.

Excepted Information means:

Objective Ref: A11624701 Version 3.2 Issue Date
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a) any information which is, or becomes part of the public domain other than information which has
been disclosed without Transport’s consent;

b) any information which is, or becomes lawfully known to the Contractor on a non-confidential basis
before being disclosed by Transport; or

c) any information which is independently developed by the Contractor without access to the
Confidential Information.

Law includes any requirement of any statute, regulation, proclamation, ordinance or by-law, present or
future, and whether State, Federal or otherwise.

A reference to a gender includes other genders.

2. Use and Return of Confidential Information and Acknowledgments

2.1. Use of Confidential Information

In consideration of the disclosure to the Contractor of the Confidential Information, the Contractor will:

a) keep Confidential Information confidential and will not disclose it to any third party or use
Confidential Information otherwise than:

i) for the purposes of the Services or any Further Services respectively;

ii) as authorised in writing by Transport; or

iii) as required by any law or judicial body.

b) only disclose the Confidential Information as strictly required by law but must inform Transport first
and seek to limit the terms of that disclosure in any manner Transport reasonably requests.

c) not copy or make use of any document containing Confidential Information without Transport’s
written consent except as necessary to perform the Services or any Further Services.

d) take all steps and do all things necessary to safeguard the confidentiality of the Confidential
Information including:

i) keeping the Confidential Information within his possession confidential;

ii) ensuring that proper and secure storage is provided for the Confidential Information; and

iii) protecting the Confidential Information from unauthorised access, disclosure or use in breach of
this agreement.

e) not store or save any electronic documents containing Confidential Information other than in devices
or networks authorised by Transport for the purposes of the Services or any Further Services.

f) co-operate with Transport if Transport commences proceedings in respect of the unauthorised

access, use, copying or disclosure of Confidential Information; and

g) immediately notify Transport if he becomes aware of a breach or possible breach of any of the
obligations contained in, or referred to in, this clause 2.

Objective Ref: A11624701 Version 3.2 Issue Date

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2.2. Return of Confidential Information

The Contractor acknowledges and agrees that:
a) immediately upon request, the Contractor shall return or destroy (at Transport’s option) any or all
Confidential Information provided to him in any documentary, electronic or physical form together
with any copies the Contractor has subsequently made of these when it is no longer required for the
Services or any Further Services, or on Transport’s earlier request;
b) the obligation in clause 2.2(a) does not apply to any information saved or stored in Transport
Systems and Records or any document which is to remain in Transport’s custody or possession;
and

c) the return of Confidential Information does not release him from his other obligations under this
deed.

2.3. Acknowledgments

The Contractor acknowledges and agrees that:

a) the Confidential Information provided by Transport is secret and confidential;

b) the Confidential Information is the property of Transport, and this agreement does not convey any
proprietary interest in the Confidential Information to him;

c) he is liable to Transport for any unauthorised access, use or disclosure of Transport’s Confidential
Information by him or by any third party as a result of his act or neglect to act;

d) disclosure of the Confidential Information in breach of this agreement may cause considerable
detriment to third parties and to the commercial, financial, regulatory affairs and reputation of
Transport; and

e) damages may not be a sufficient remedy for Transport for any breach of this agreement and
Transport may be entitled to specific performance or injunctive relief (as appropriate) as a remedy
for any breach or threatened breach by him in addition to any other remedies available to Transport.

3. Criminal Code and State Records Act

The Contractor acknowledges and agrees that:

a) as a 'government Contractor', the Contractor is under a duty not to make an 'unauthorised

disclosure' (as those terms in italics are defined in section 81 of the Criminal Code;

b) the Contractor is under a duty not to unlawfully use a 'restricted access computer system' (as that
term in italics is defined in section 440A of the Criminal Code) and he is guilty of a crime if he does
so - Maximum penalty: 10 years imprisonment; and

4. Survival of the Obligations

The obligations of the Contractor under this Contract commence on the date of this deed and will survive
and will continue in force until Transport releases him from his obligations by means of a written release.

Objective Ref: A11624701 Version 3.2 Issue Date

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5. Governing Law

This deed is governed by the laws of the State of Western Australia and the Contractor irrevocably and
unconditionally submits to the non-exclusive jurisdiction of the courts of that State and courts entitled to
hear appeals from those courts.

Objective Ref: A11624701 Version 3.2 Issue Date

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EXECUTED AS A DEED POLL ON THE DAY OF 20 1X

SIGNED

by....................................................) Contractor (Signature)

in the presence of:

Signature of witness: .......................................................................................................

Full name of witness ..............................................................................................................................

(PLEASE WRITE IN BLOCK OR CAPITAL LETTERS)

Contractor must return executed Deed prior to commencing the Services to:

Manager Contracting
Procurement and Fleet Management
Department of Transport
140 William Street
Perth WA 6000

Email: PFMContracts@transport.wa.gov.au

Objective Ref: A11624701 Version 3.2 Issue Date

Owner: Director Procurement and Fleet Management Page 5 of 5
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