Non Disclosure Agreement Template South Africa Word

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

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

BY AND BETWEEN:

[_________________________________________________] (Registration Number: ____________________), 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 Number/ID Number: ____________________), having its/their principal place of business/residence at [_________________________________________________] (hereinafter referred to as the "Receiving Party").

(The Disclosing Party and the Receiving Party are 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 certain confidential and proprietary information to the Receiving Party.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean all information, whether oral, written, or electronic, disclosed by the Disclosing Party to the Receiving Party, including but not limited to trade secrets, technical data, business plans, customer lists, financial information, software, processes, and any other information marked as "confidential" or which should reasonably be understood to be confidential.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees: 3.1. To hold all Confidential Information in the strictest confidence and to take all reasonable precautions to protect such information. 3.2. To use the Confidential Information solely for the Purpose. 3.3. Not to disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party. 3.4. To 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 contained in this Agreement.

4. EXCLUSIONS

Confidential Information does not include information that: 4.1. Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party. 4.2. Was in the Receiving Party's possession prior to disclosure by the Disclosing Party. 4.3. Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

5. TERM

This Agreement shall commence on the Effective Date and shall remain in force for a period of ______ years. The obligations of confidentiality shall survive the termination of this Agreement for a period of ______ years thereafter.

6. 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 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 consent 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 the Disclosing Party irreparable harm for which damages may be an inadequate 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: ____________________ (Duly authorized thereto)

FOR AND ON BEHALF OF THE RECEIVING PARTY:

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Name: ____________________ Title: ____________________ (Duly authorized thereto)

AS WITNESSES:

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