Common use of Disclosure and Use of Confidential Information Clause in Contracts

Disclosure and Use of Confidential Information. The Discloser undertakes to disclose to the Recipient such Confidential Information as may be in the possession of the Discloser and as will, in the sole and absolute discretion of the Discloser, be necessary for the Recipient to conduct the discussions contemplated in clause 3.1. the Recipient acknowledges that - the Confidential Information is a valuable, special and unique asset of the Discloser; and the Discloser may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement. All Confidential Information disclosed by the Discloser to the Recipient or which otherwise comes to the knowledge of the Recipient, is acknowledged by the Recipient – to be proprietary of the Discloser; and not to confer any rights of whatsoever nature in such Confidential Information on the Recipient. the Recipient irrevocably and unconditionally agrees and undertakes ‑ to treat and safeguard the Confidential Information as strictly private, secret and confidential; not to use or permit the use of the Confidential Information for any purpose other than in relation to the Purpose and as contemplated under clause 3.1 above and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Discloser or otherwise use it to the detriment of the Discloser; except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Discloser, which consent may be granted or withheld in the sole and absolute discretion of the Discloser; not to copy or reproduce the Confidential Information by any means without the prior written consent of the Discloser, it being recorded that any copies shall be and remain the property of the Discloser; and to keep all Confidential Information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties. return of confidential information The Recipient shall, where applicable, at its own expense, within 7 (seven) business days of termination of the Purpose, and in any event within 2 (two) business days of written demand from the Discloser – return or destroy (as stipulated by the Discloser), and procure the return or destruction of all Confidential Information and all copies of it (whether in paper, electronic or other format) held by the Recipient, without keeping any copies or partial copies thereof; destroy, and procure the destruction of all analyses, compilations, notes, studies, memoranda or other documents prepared by the Recipient, which contain or otherwise reflect or are generated from the Confidential Information; delete or procure the deletion of all Confidential Information from any computer, word processor or other device in the possession or control of the Recipient; and

Disclosure and Use of Confidential Information. The Discloser undertakes to disclose to the Recipient such Confidential Information as may be in the possession of the Discloser and as will, in the sole and absolute discretion of the Discloser, be necessary for the Recipient to conduct the discussions contemplated in clause 3.1. the Recipient acknowledges Parties acknowledge that - the Confidential Information is a valuable, special important and unique asset of the Discloser; Disclosing Party and that the Discloser Disclosing Party may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement. All Confidential Information disclosed by the Discloser Disclosing Party to the Recipient Receiving Party or which otherwise comes to the knowledge of the RecipientReceiving Party, is acknowledged by the Recipient Receiving Party– to be proprietary of to the DiscloserDisclosing Party; and not to confer any rights of whatsoever nature in such Confidential Information on the RecipientReceiving Party. the Recipient The Receiving Party irrevocably and unconditionally agrees and undertakes ‑ to treat and safeguard the Confidential Information as strictly private, secret and confidential; not to use or permit the use of the Confidential Information for any purpose other than in relation to the Purpose and as contemplated under clause 3.1 above for which it was intended and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Discloser Disclosing Party or otherwise use it to the detriment of the DiscloserDisclosing Party; except as permitted by this Agreement, not to disclose disclose, publish or divulge, directly or indirectly, the Confidential Information in any manner to any third party Third Party for any reason or purpose whatsoever without the prior written consent of the DiscloserDisclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the DiscloserDisclosing Party; not to copy or reproduce the Confidential Information by any means without the prior written consent of the Discloser, it being recorded that any copies shall be and remain the property of the Discloser; and to keep all Confidential Information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access (including access by electronic means) and to prevent unauthorised access to Confidential Information from falling into by Third Parties; not to use the hands Confidential Information, whether directly or indirectly, for the Receiving Party's benefit or the benefit of unauthorised third partiesany person other than the Disclosing Party; and not to decompile, disassemble or reverse engineer the whole or any part of Confidential Information. return of confidential information The Recipient Receiving Party shall be entitled to disclose the Confidential Information only to Permitted Recipients, and then only to the extent that such disclosure is strictly necessary and on a "need to know" basis. The Receiving Party shall, where applicableboth before and after the disclosure of any Confidential Information to a Permitted Recipient, at its own expenseinform such Permitted Recipient of, within 7 (seven) business days of termination and take all practical steps to impress upon the Permitted Recipient, the secret and confidential nature of the Purpose, and in any event within 2 (two) business days of written demand from the Discloser – return or destroy (as stipulated by the Discloser), and procure the return or destruction of all Confidential Information and all copies of it (whether in paper, electronic or other format) held the Receiving Party's obligations under this Agreement. The Receiving Party shall be responsible for procuring that the Permitted Recipients abide by the Recipient, without keeping any copies or partial copies thereof; destroy, provisions of this Agreement and procure the destruction of all analyses, compilations, notes, studies, memoranda or other documents prepared agree to be bound by the confidentiality undertakings given to the Disclosing Party by the Receiving Party in this Agreement. The Receiving Party shall be responsible for any breach of the terms of this Agreement by any Permitted Recipient, which contain or otherwise reflect or are generated . The Receiving Party shall (if requested to do so by the Disclosing Party) procure that the Permitted Recipients give a written undertaking in favour of the Disclosing Party in regard to the Confidential Information on substantially the same terms and conditions contained in this Agreement. The Receiving Party's failure to obtain receipt of the written undertaking referred to in clause 46.2.7 shall in no way detract from the Confidential Information; delete or procure the deletion Receiving Party's obligations in terms of all Confidential Information from any computer, word processor or other device in the possession or control of the Recipient; andthis Agreement.

Disclosure and Use of Confidential Information. The Discloser undertakes to Recipient: may not disclose to the Recipient such any Confidential Information as to any third Person in any manner whatsoever; may be in the possession of the Discloser and as will, in the sole and absolute discretion of the Discloser, be necessary for the Recipient to conduct the discussions contemplated in clause 3.1. the Recipient acknowledges that - the Confidential Information is a valuable, special and unique asset of the Discloser; and the Discloser may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement. All Confidential Information disclosed by the Discloser to the Recipient or which otherwise comes to the knowledge of the Recipient, is acknowledged by the Recipient – to be proprietary of the Discloser; and not to confer any rights of whatsoever nature in such Confidential Information on the Recipient. the Recipient irrevocably and unconditionally agrees and undertakes ‑ to treat and safeguard the Confidential Information as strictly private, secret and confidential; not to only use or permit the use of the Confidential Information for any purpose other than in relation to the Purpose and as contemplated under clause 3.1 above and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Discloser or otherwise use it to the detriment of the Discloser; except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Discloser, which consent may be granted or withheld in the sole and absolute discretion of the Discloser; not to copy or reproduce the Confidential Information by any means without the prior written consent of the Discloser, it being recorded that any copies shall be and remain the property of the DiscloserPurpose; and to keep all Confidential Information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access (including access by electronic means) and to prevent Confidential Information from falling into shall maintain the hands of unauthorised third parties. return of confidential information The Recipient shall, where applicable, at its own expense, within 7 (seven) business days of termination of the Purpose, and in any event within 2 (two) business days of written demand from the Discloser – return or destroy (as stipulated by the Discloser), and procure the return or destruction confidentiality of all Confidential Information using the same degree of care it uses to protect its own confidential or sensitive information, which in any event must be with at least a reasonable degree of care. The Recipient may only disclose Confidential Information to its Representatives who need to know such information for the Purpose and have agreed to be bound either by all copies the terms of it (whether in paperthis Agreement or to terms at least as protective of Confidential Information as the terms of this Agreement. In any event, electronic or other format) held the Recipient shall be responsible for any breach of this Agreement by any of its Representatives as if the Recipient had committed such breach. If the Recipient, without keeping or any copies or partial copies thereof; destroyof its Representatives, and procure is legally compelled to disclose any Confidential Information, the destruction of all analysesRecipient shall provide the Discloser with immediate written notice. In this case, compilations, notes, studies, memoranda the Discloser may: seek a protective order or other documents prepared by appropriate remedy; or waive compliance with any applicable provisions of this Agreement. If the RecipientDiscloser seeks a protective order or other remedy pursuant to clause 3.3(a), which contain the Recipient shall cooperate with the Discloser in such effort but is not required to abandon or otherwise reflect waive any claim or are generated from subject itself to any liability. The Recipient or its Representative may only disclose the Confidential Information; delete or procure the deletion of all subject Confidential Information from any computer, word processor if: the protective order or other device remedy is not obtained; or the Discloser waives compliance with the applicable provisions of this Agreement. If Confidential Information is to be disclosed pursuant to clause 3.4, the Recipient shall notify the Discloser in the possession or control advance of the Recipient; anddisclosure and provide a copy of the proposed disclosure.

Disclosure and Use of Confidential Information. The Discloser Each of Aurizon Network and the RIM (“the Recipient”) undertakes to keep confidential and not disclose any Confidential Information disclosed by the other party to it (“the Recipient Discloser”) or permit any person employed or engaged by it to disclose any such Confidential Information as may be in the possession of the Discloser and as will, in the sole and absolute discretion of the Discloser, be necessary for the Recipient to conduct the discussions contemplated in clause 3.1. the Recipient acknowledges any person (including other individuals employed or engaged by that - the Confidential Information is a valuable, special and unique asset of the Discloser; and the Discloser may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than party) except in accordance with this Agreement. All Deed, and to use Confidential Information disclosed by the Discloser only for the Permitted Purpose, unless: the Discloser provides its prior written approval; or the disclosure and/or use is: required or compelled by any law; required or compelled by any order of a court; required or compelled by notice validly issued by any Authority; necessary for the conduct of any legal proceedings, including any dispute resolution process under the Rail Connection Agreement, the Aurizon Network Access Undertaking or the Queensland Competition Authority Act 1997 (Qld); required under any stock exchange listing requirement or rule; or to the Recipient’s solicitors, barristers, or accountants under a duty of confidentiality. General Obligations Each Recipient or which otherwise comes to the knowledge of the Recipient, is acknowledged by the Recipient – to be proprietary of the Discloser; acknowledges and not to confer any rights of whatsoever nature in such Confidential Information on the Recipient. the Recipient irrevocably and unconditionally agrees and undertakes ‑ to treat and safeguard that: the Confidential Information as strictly private, secret and confidential; not to use or permit the use of the Confidential Information for any purpose other than in relation Discloser is confidential to the Purpose Discloser and as contemplated under clause 3.1 above and, in particular, not to use or permit is and remains at all times the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Discloser or otherwise use it to the detriment of the Discloser; except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Discloser, which consent may be granted or withheld in the sole valuable and absolute discretion of the Discloser; not to copy or reproduce the Confidential Information by any means without the prior written consent of the Discloser, it being recorded that any copies shall be and remain the exclusive property of the Discloser; and to keep all the Recipient is responsible for any use or disclosure of Confidential Information safely which is contrary to the provisions of this Deed by persons to whom the Recipient discloses the Confidential Information, and securely and to shall take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access prevent any such improper use or disclosure (including access by electronic means) and enforcing any confidentiality deed or confidentiality provisions contained in another arrangement pursuant to prevent which the Recipient disclosed that Confidential Information); the Recipient shall not copy or reduce into tangible, visible or recorded form or allow to be copied or reduced into tangible, visible or recorded form, any Confidential Information from falling into furnished to it by or on behalf of another party to this Deed except to the hands of unauthorised third parties. return of confidential information The extent necessary to carry out the Permitted Purpose; this Deed shall not be construed as assigning any other rights to use Confidential Information, or as granting to the Recipient shall, where applicable, at its own expense, within 7 (seven) business days of termination of the Purpose, and in any event within 2 (two) business days of written demand from the Discloser – return licence or destroy (as stipulated other rights relating to any Confidential Information or other intellectual property rights owned by the Discloser), ; the Recipient shall secure and procure protect the return or destruction of all Confidential Information and all copies received from another party to this Deed from unauthorised disclosure, access or use; the Discloser may take legal proceedings against the Recipient and/or any third party if there is any actual, threatened or suspected breach of it (whether this Deed or a breach by a Related Body Corporate of the Recipient of a confidentiality deed or confidentiality provisions contained in paper, electronic or other format) held by another arrangement with the Recipient, without keeping any copies or partial copies thereof; destroy, and procure the destruction of all analyses, compilations, notes, studies, memoranda or other documents prepared by the Recipient, Recipient pursuant to which contain or otherwise reflect or are generated from the Confidential InformationInformation was disclosed to it; delete and damages may be inadequate compensation for breach of this Deed and, subject to the court’s discretion, the Discloser shall be entitled to specific performance of this Deed and may restrain, by an injunction or procure the deletion similar remedy, any conduct or threatened conduct which is or will be a breach of all Confidential Information from any computer, word processor or other device in the possession or control of the Recipient; andthis Deed.