Non Disclosure Agreement Template South Africa Free Download

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into on this ______ day of ____________________, 20____ (the "Effective Date").

BETWEEN:

[__________________________________________________] (Registration No: ____________________) A company duly incorporated and registered in accordance with the laws of the Republic of South Africa, with its principal place of business at [__________________________________________________] (hereinafter referred to as the "Disclosing Party")

AND

[__________________________________________________] (Registration No/ID No: ____________________) Residing at / with its principal place of business at [__________________________________________________] (hereinafter referred to as the "Receiving Party")

(Collectively referred to as the "Parties" and individually as a "Party")

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1. PURPOSE

The Parties wish to explore a business opportunity of mutual interest (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean all information, data, trade secrets, financial records, business strategies, intellectual property, technical processes, and client lists disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or electronically, which is marked as "Confidential" or which, by its nature, should reasonably be understood to be confidential.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party hereby agrees to: 3.1. Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it; 3.2. Use the Confidential Information solely for the Purpose; 3.3. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; 3.4. Limit access to the Confidential Information to those employees or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those herein.

4. EXCLUSIONS

Confidential Information shall not include information that: 4.1. Is or becomes publicly available through no breach of this Agreement by the Receiving Party; 4.2. Was in the possession of the Receiving Party prior to disclosure; 4.3. Is independently developed by the Receiving Party without reference to the Confidential Information.

5. DURATION

This Agreement shall commence on the Effective Date and shall remain in effect for a period of [______] years. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a further period of [______] years.

6. RETURN OF MATERIALS

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information, and certify such destruction in writing.

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 submit to the non-exclusive jurisdiction of the [____________________] High Court of South Africa.

8. BREACH

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, for which damages may be an inadequate remedy, and the Disclosing Party shall be entitled to seek injunctive relief.

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SIGNATURES

SIGNED at [____________________] on this ______ day of ____________________ 20____.

FOR AND ON BEHALF OF THE DISCLOSING PARTY:

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Name: ____________________ Title: ____________________ (Duly authorized thereto)

SIGNED at [____________________] on this ______ day of ____________________ 20____.

FOR AND ON BEHALF OF THE RECEIVING PARTY:

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Name: ____________________ Title: ____________________ (Duly authorized thereto)