CONFIDENTIALITY AGREEMENT



 






Exhibit 4(k)




CONFIDENTIALITY AGREEMENT




	 	 	 
	BETWEEN:

	 	LIHIR MANAGEMENT COMPANY LIMITED, ARBN 059 005 766, as manager of
LIHIR GOLD LIMITED ARBN 069 803 998, and LIHIR GOLD LIMITED in its
own right, both of 7th Floor, Pacific Place, Cnr, Champion Parade
& Musgrave Street, Port Moresby, Papua New Guinea (“Lihir”)
	 
	 	 
	AND:

	 	TECHNOLOGICAL SERVICES PTY LIMITED, A.B.N. 12 002 183557 known as
Rio Tinto technical Services of 55 Collins Street, Melbourne, VIC
3001, Australia (“RTTS”)







Lihir and RTTS have entered into and will continue discussions concerning, and
have undertaken and will continue to undertake activities in furtherance of, the
Express Purpose. In the course of these discussions and activities, Lihir has
and will continue to make Confidential Information available to RTTS and further
Confidential Information will be generated by both parties. As a condition to
these discussions and in consideration for Lihir disclosing the Confidential
Information to and paying the relevant projects fees, RTTS is required to enter
into this Agreement on the following terms:




	1.	 	“CONFIDENTIAL INFORMATION” all confidential and proprietary information
concerning existing and future technology and technical information,
intellectual property, ideas, know how, trade secrets, mining,
processing and commercial strategies, financial and contractual
information, employees, consultants, training and other programs,
concepts, concepts plans and business of Lihir which is or has been
disclosed to RTTS in connection with the Express Purpose, or is
generated by both parties or either of them in association with or
furtherance of this Express Purpose. It includes the existence of any
project referred to in the Express Purpose and the engagement of RTTS
for it. It does not include information, which RTTS can provide:






	 	1.1	 	either is or becomes available to the public other than as a
result of disclosure by RTTS; or
	 
	 	1.2	 	is lawfully available to RTTS on a non-confidential basis from
a third party entitled to make disclosure.






	2.	 	“EXPRESS PURPOSE” means any project for which RTTS is engaged by Lihir
from time to time, including in particular but without limitation the
project to develop an order-of- magnitude study defining the viability
of identified processing methods for the sub- economic resource.
	 
	3.	 	“INTELLECTUAL PROPERTY RIGHTS” means the rights comprised in any
patent, copyright, design or trademark whether at common law or by
statute, rights to apply for registration under a statute in respect of
those or like rights and rights to protect trade secrets, know- how,
goodwill or confidential information.
	 
	4.	 	“REPRESENTATIVES” means any director, officer, employee, contractor, or
adviser of RTTS to whom the Confidential Information is or has been
disclosed.
	 
	5.	 	INTERPRETATION. A reference to:






	 	5.1	 	Confidential Information includes but is not limited to any
verbal communication, documents, data, records, drawings,
graphs, formulae, samples, electronic data and any other means
by which the Confidential Information may be conveyed, stored
or reproduced; and
	 
	 	5.2	 	any thing (including but not limited to any right) includes a
part of that thing.






	6.	 	CONFIDENTIALITY OBLIGATIONS. RTTS agrees that unless specifically and
previously authorised by Lihir in writing it shall and it shall ensure
that its Representatives (who shall be limited to only those who must
strictly have access to the Confidential Information for the purpose of
the Express Purpose) shall:




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	 	6.1	 	not disclose, or allow anyone else to disclose, any
Confidential Information to any other person;
	 
	 	6.2	 	not make use of any Confidential Information for any purpose
other than for the Express Purpose; and
	 
	 	6.3	 	not apply for, or directly or indirectly assist any other
person to apply for any Intellectual Property Rights or any
other proprietary right in respect of any invention, process
or design that is based on or utilises the Confidential
Information;
	 
	 	6.4	 	keep the Confidential Information secure and protect it from
unauthorized use, reproduction, access and damage or
destruction; and
	 
	 	6.5	 	not copy or reproduce the Confidential Information other than
as strictly necessary in furtherance of the Express Purpose.






	7.	 	RETURN OF CONFIDENTIAL INFORMATION. Unless otherwise agreed in writing,
on the termination of this Agreement or upon written notice by Lihir,
all Confidential Information whether in hard copy or electronic form
will be returned to Lihir within thirty (30) days of the date of such
termination or notice.
	 
	8.	 	OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS. Nothing in this Agreement
nor any disclosure of information by Lihir before or after its
execution shall operate to confer any Intellectual Property Rights on
RTTS.
	 
	9.	 	OTHER TERMS. RTTS acknowledge and agrees:






	 	9.1	 	that any provision in this Agreement found to be invalid or
unenforceable shall not affect any other provision in this
Agreement;
	 
	 	9.2	 	that Lihir’s failure to insist on strict performance of any
provision of this Agreement shall not be deemed a waiver of
any subsequent breach of such provision;
	 
	 	9.3	 	that this Agreement shall not be construed to exclude the
operation of any principle of law or equity intended to
protect and preserve the confidentiality of the Confidential
Information; and
	 
	 	9.4	 	that this Agreement shall be binding on each party’s
successors and permitted assigns.






	10.	 	GOVERNING LAW. This Agreement and the parties’ rights and obligations
under it shall be governed by and interpreted in accordance with the
laws of the State of Victoria.
	 
	11.	 	AGREEMENT TERM. This Agreement shall continue in force for a term of
ten (10) years from its date.





SIGNED as an Agreement.




	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	LIHIR MANAGEMENT COMPANY

	 	 	)	 	 	 
	LIMITED

	 	 	)	 	 	 
	by and duly authorised officer in

	 	 	)	 	 	 
	the presence of:

	 	 	)	 	 	 







	 	 	 
	

	 	/s/ N. Swan, M.D.
	

	 	
 
	

	 	Signature
	 
	 	 
	/s/

	 	N. Swan, M.D.
	
 

	 	
 
	Witness

	 	Name & Title
	 
	 	 
	

	 	31/5/04
	

	 	
 
	

	 	Date







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	SIGNED for and on behalf of

	 	 	)	 	 	 
	LIHIR GOLD LIMITED

	 	 	)	 	 	 
	by and duly authorised

	 	 	)	 	 	 
	officer in the presence of:

	 	 	)	 	 	 







	 	 	 
	

	 	/s/ N. Swan, MD.
	

	 	
 
	

	 	Signature
	 
	 	 
	/s/

	 	N. Swan, MD.
	
 

	 	
 
	Witness

	 	Name & Title
	 
	 	 
	

	 	31/5/04
	

	 	
 
	

	 	Date







	 	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	TECHNOLOGICAL SERVICES PTY LTD

	 	 	)	 	 	 
	by and duly authorised

	 	 	)	 	 	 
	officer in the presence of:

	 	 	)	 	 	 







	 	 	 
	

	 	/s/
	

	 	
 
	

	 	Signature
	 
	 	 
	/s/

	 	General Manager
	
 

	 	
 
	Witness

	 	Name & Title
	 
	 	 
	

	 	26 May 2004
	

	 	
 
	

	 	Date







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