Non Disclosure Agreement Template South Africa Pdf

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

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

BETWEEN:

[__________________________________________________] (Registration Number/ID Number: ____________________) Having its principal place of business/residence at: ______________________________________________________________________ (hereinafter referred to as the "Disclosing Party")

AND:

[__________________________________________________] (Registration Number/ID Number: ____________________) Having its principal place of business/residence 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 potential business opportunity regarding: ______________________________________________________________________ (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain Confidential Information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means 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, software, customer lists, and proprietary know-how, which is designated as confidential or which should reasonably be understood to be confidential given the nature of the information.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: 3.1. Keep all Confidential Information strictly confidential and use it solely for the Purpose; 3.2. Restrict disclosure of Confidential Information to those employees or representatives who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein; 3.3. Exercise no less than a reasonable degree of care to protect the Confidential Information from unauthorized disclosure.

4. EXCLUSIONS

Confidential Information does not include information that: 4.1. Is or becomes public knowledge through no fault of the Receiving Party; 4.2. Was in the Receiving Party’s possession prior to disclosure; 4.3. Is independently developed by the Receiving Party without reference to the Confidential Information; 4.4. Is required to be disclosed by law or court order.

5. TERM

This Agreement shall commence on the Effective Date and shall remain in force for a period of ______ (______) years from the date of the last disclosure of Confidential Information.

6. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Disclosing Party or upon the termination of the business relationship, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession.

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 (or relevant Magistrates Court) for any disputes arising hereunder.

8. BREACH

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, for which damages may not be an adequate remedy, and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other legal remedies available.

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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: ____________________

Witness: __________________________

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SIGNED AT ____________________ ON THIS ______ DAY OF ____________________ 20____.

For and on behalf of the Receiving Party:

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Name: ____________________ Title: ____________________

Witness: __________________________