Non Disclosure Agreement Template South Africa Word Pdf

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 under the laws of the Republic of South Africa, with its principal place of business at [__________________________________________________] (hereinafter referred to as the "Disclosing Party")

AND

[__________________________________________________] (Identity/Registration Number: ____________________) Residing at / Having 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. DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, "Confidential Information" shall include 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, proprietary software, client lists, technical data, and any other information marked as "Confidential" or which should reasonably be understood to be confidential.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: 2.1. Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it. 2.2. Use the Confidential Information solely for the purpose of [__________________________________________________] (the "Purpose"). 2.3. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees or professional advisors who have a "need to know" and are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS

Confidential Information does not include information that: 3.1. Is or becomes publicly known through no wrongful act of the Receiving Party. 3.2. Was in the Receiving Party’s possession prior to disclosure by the Disclosing Party. 3.3. Is independently developed by the Receiving Party without reference to the Confidential Information. 3.4. Is required to be disclosed by law or by an order of a court of competent jurisdiction.

4. TERM

This Agreement shall commence on the Effective Date and shall continue for a period of ______ years, notwithstanding the termination of any underlying business relationship between the Parties.

5. RETURN 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 documents, records, and media containing Confidential Information, and certify such destruction in writing.

6. BREACH AND REMEDIES

The Receiving Party acknowledges that a breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other legal remedies available under the laws of 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 for any disputes arising hereunder.

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.

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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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