Non Disclosure Agreement Template South Africa

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is made and entered into on this ______ day of ____________________, 20____ (the "Effective Date").

BETWEEN:

[_________________________________________________] (Registration No: ____________________) a company duly incorporated in accordance with the laws of the Republic of South Africa, having its registered office at [_________________________________________________] (hereinafter referred to as the "Disclosing Party")

AND

[_________________________________________________] (Registration No: ____________________ / ID No: ____________________) residing at / having its registered office at [_________________________________________________] (hereinafter referred to as the "Receiving Party")

(The Disclosing Party and Receiving Party are collectively referred to as the "Parties" and individually as a "Party").

---

1. DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, "Confidential Information" shall mean all information, whether oral, written, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, financial data, trade secrets, client lists, software, technical processes, and any other proprietary information, whether or not marked as "Confidential."

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees: 2.1. To keep the Confidential Information strictly confidential and to exercise the same degree of care as it uses to protect its own confidential information of a similar nature. 2.2. Not to disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party. 2.3. To use the Confidential Information solely for the purpose of [_________________________________________________] (the "Purpose"). 2.4. To restrict access to the Confidential Information to its employees, agents, or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS

Confidential Information shall not include information that: 3.1. Is or becomes publicly available through no breach of this Agreement by the Receiving Party; 3.2. Was in the possession of the Receiving Party prior to disclosure by the Disclosing Party; 3.3. Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

4. TERM

This Agreement shall commence on the Effective Date and shall remain in force for a period of ______ (______) years, unless terminated earlier by written agreement of the Parties. The obligations of confidentiality shall survive the termination of this Agreement for a period of ______ (______) years.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party or upon completion of the Purpose, the Receiving Party shall promptly return or destroy all documents, records, and electronic data containing Confidential Information and provide written certification of such destruction.

6. BREACH AND REMEDIES

The Receiving Party acknowledges that any breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law in any court of competent jurisdiction in South Africa.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. The Parties hereby consent to the exclusive jurisdiction of the [_________________________________________________] High Court of South Africa.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions or understandings. No amendment to this Agreement shall be valid unless in writing and signed by both Parties.

---

SIGNATURES

SIGNED AT ____________________ ON THIS ______ DAY OF ____________________ 20____

FOR AND ON BEHALF OF THE DISCLOSING PARTY:

---

(Signature) Name: ____________________ Title: ____________________

FOR AND ON BEHALF OF THE RECEIVING PARTY:

---

(Signature) Name: ____________________ Title: ____________________

WITNESSES:

1. __________________________ (Name: ____________________)
2. __________________________ (Name: ____________________)