Non-Disclosure Agreement

Non-Disclosure Agreement (NDA) –

This Non-Disclosure Agreement (“Agreement”) is entered into between (“Company”) and the undersigned party (“Recipient”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below.

1. Definition of Confidential Information

“Confidential Information” refers to any proprietary or sensitive information disclosed by the Company to the Recipient, including but not limited to:

  • Business plans, strategies, and objectives
  • Financial information and projections
  • Technical specifications and data
  • Intellectual property, including software code and algorithms
  • Customer and supplier lists
  • Any other information marked as confidential or disclosed under circumstances indicating its confidentiality

2. Non-Disclosure Obligation

Recipient agrees to maintain the confidentiality of all Confidential Information disclosed by the Company and to use such information solely for the purpose of purpose of disclosure, e.g., evaluating a potential business partnership.

Recipient agrees not to disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the Company, except as required by law or governmental regulation. Recipient shall take all reasonable precautions to prevent unauthorized disclosure of Confidential Information.

3. Exceptions

Recipient’s obligations under this Agreement shall not apply to any information that:

a. Was known to Recipient prior to its disclosure by the Company, as evidenced by written records;
b. Is or becomes publicly known through no fault of Recipient;
c. Is rightfully received by Recipient from a third party without breach of any confidentiality obligation;
d. Is independently developed by Recipient without reference to or use of the Company’s Confidential Information.

4. Ownership and Return of Confidential Information

All Confidential Information disclosed by the Company shall remain the property of the Company. Upon request by the Company or upon termination of this Agreement, Recipient shall promptly return or destroy all Confidential Information and any copies thereof in its possession, custody, or control.

5. Remedies

Recipient acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm to the Company, for which monetary damages may not be an adequate remedy. In the event of a breach or threatened breach of this Agreement, the Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

6. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of South Africa. Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts of South Africa (30 days to choose a reasonable court closest to us and the client).

7. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Authorized Signatory]


[Authorized Signatory]

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