Non Disclosure Agreement Template Word South Africa

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")

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1. PURPOSE

The Parties wish to explore a potential business opportunity or professional relationship regarding __________________________________________________ (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain proprietary and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by electronic means, that is designated as confidential or should reasonably be understood to be confidential, including, but not limited to: trade secrets, business plans, financial data, customer lists, technical processes, software, and proprietary methodologies.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party 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 defined in this Agreement. 3.3. Not disclose, publish, or otherwise reveal 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 its employees or advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

Confidential Information shall 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 independently developed by the Receiving Party without reference to the Confidential Information. 4.4. Is required to be disclosed by law or by a court of competent jurisdiction.

5. TERM

This Agreement shall remain in effect for a period of ______ years from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement for a period of ______ years.

6. RETURN OF MATERIALS

Upon written request by the Disclosing Party or upon the completion of the Purpose, the Receiving Party shall promptly return or destroy all documents and physical embodiments containing Confidential Information.

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 ____________________ (e.g., High Court of South Africa) for any disputes arising out of or in connection with this Agreement.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.

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SIGNATURES

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

For and on behalf of the Disclosing Party:

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Signature

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Name of Signatory

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Title/Capacity

For and on behalf of the Receiving Party:

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Signature

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Name of Signatory

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Title/Capacity