Non-Disclosure Agreement

 

  • INTERPRETATION

 In this agreement:

 Clause headings are for convenience and are not to be used in its interpretation

  • Unless the context indicates a contrary intention an expression which denotes
    • Any gender includes the other genders
    • A natural person includes a juristic person and vice versa
    • The singular includes the plural and vice versa
  • The following expressions bear the meaning assigned to them below and cognate expressions bear corresponding meanings
    • “Confidential information” means, without limiting the generality of the term, all the disclosing party’s business, trade, commercial, financial and management secrets and confidential information whether obtained directly or indirectly, including but not limited to
      • Operating know-how, processes and techniques used by the disclosing party in the conduct of its business
      • Trade secrets, know-how, inventions, technical data, product or process specifications, exclusivity arrangements, design formulations, computer programs and all other technical, mechanical and computer information, belonging to or in the possession of the disclosing party and used by its business operations
      • Knowledge of details and particulars in regard to the disclosing party’s suppliers, customers and business associates
      • The disclosing party’s method of conducting business, management, costs and source of material
      • The contractual, financial management and supply arrangements between the disclosing party and its clients and business associates
      • Names, addresses and requirements of clients and potential clients of the disclosing party (including potential clients who the disclosing party has not yet contacted, but intends contacting for the purposes of doing business)
      • Any other matter which relates to the business of the disclosing party in respect of which information is not readily available in the normal course of business and which may come to the knowledge of the receiving party as a result of the discussions
    • “The disclosing party” means any party who discloses information to the other party
    • “The parties” means the parties to this agreement
    • “The receiving party” means any party who receives or acquires the confidential information of the other party under any circumstances whatsoever
    • “Personnel” means any partner, director, employee, agent, consultant, sub-contractor, associate or any other representative of a party
  • BASIS

 It is recorded that the parties are discussing the possibility of concluding an agreement with each other and it is envisaged that during and as a consequence of such discussions, confidential information of the parties will be disclosed, which disclosure shall be regulated by the terms and conditions of this agreement.

  • DURATION

 This agreement shall be of force and effect from the date of last signature hereof and shall remain in force and effect for a period of 5 (five) years from the date of last signature hereof.

  • CONFIDENTIALITY 
  • The receiving party hereby agrees that it shall not, without the prior written consent of the disclosing party, which consent may be withheld in the sole and absolute discretion of the disclosing party, disclose, publish, utilize, employ, exploit or in any other manner whatsoever use the confidential information in any manner, for any reason or purpose whatsoever than for the purpose for which it was disclosed and otherwise than in accordance with the provisions of this agreement.
  • The undertakings referred to in clause 4.1 shall bind the receiving party irrespective of whether or not an agreement is reached between the parties as envisaged in clause 2 hereof, it being agreed that one of the main reasons for the parties wishing to obtain the undertakings set out in clause 4.1 is to prevent the disclosure or use by the receiving party of the confidential information should no agreement be concluded between the parties.
  • In order to protect the confidential information of the disclosing party, the receiving party hereby undertakes that it will restrict the dissemination of the confidential information to only those of its personnel who require access thereto and they will initiate internal security procedures reasonably acceptable to each other to prevent unauthorized disclosure and will take all practical steps to impress upon those personnel who need to be given access to confidential information, the secret and confidential nature thereof.
  • The receiving party hereby accepts responsibility for all acts of its personnel who have access to the confidential information or who will or are handling the same. The receiving party acknowledges that the unauthorized disclosure to or use of the confidential information of the disclosing party by a third party may cause irreparable loss, harm and damage to the disclosing party and accordingly the receiving party hereby indemnifies and holds the disclosing party harmless against any loss, action, expense, claim, harm or damage of whatsoever nature, suffered or sustained by the disclosing party pursuant to a breach by the receiving party or its personnel of the provisions of this agreement.
  • The confidentiality obligations set out in this clause 4 shall not apply to any information which:
    • the receiving party can demonstrate, is already in the public domain or becomes available to the public through no breach of this agreement by any person contemplated in clause 4.4;
    • was rightfully in the receiving party’s possession without obligation of confidence prior to receipt from the disclosing party as proven by its written records;
    • can be proved to have been rightfully received by the receiving party from a third party without obligation of confidence;
    • is independently developed by the receiving party as proven by its written records;
    • is approved for release with the prior written consent of the disclosing party
    • Is required to be disclosed in order to comply with a judicial order or decree, provided that the receiving party has given the disclosing party sufficient prior written notice of such request to enable the disclosing party to defend or protect such disclosure.
  • All information shared between the Seller and Client is strictly confidential and may not be shared with any external or third party without written consent from the Seller.
  • TITLE

 The receiving party shall under no circumstances whatsoever acquire any right, title or interest in or to any confidential information disclosed to it by the disclosing party.

  • STANDARD OF CARE

 The receiving party shall protect the confidential information in the same manner and with the same Endeavour with which it protects its own confidential information. Should the receiving party become aware of any unauthorized copying, disclosure or use of confidential information, it shall immediately notify the disclosing party thereof in writing and, without in any way detracting from the disclosing party’s rights and remedies in terms of this agreement, take such steps as may be necessary to prevent a recurrence thereof.

  • RETURN OF INFORMATION 
  • The disclosing party may at any time request the receiving party to return any material containing, pertaining to, or relating to the confidential information and may, in addition, request the receiving party to furnish a written statement to the effect upon such return, the receiving party has not retained in its possession, or under its control, either directly or indirectly, any such material.
  • Alternatively to clause 7.1, the receiving party shall, at the written instance of the disclosing party, destroy such material and furnish the disclosing party with a written statement to the effect that such material has been destroyed.
  • The receiving party shall comply with a request in terms of this clause within 3 (three) days of receipt of such request.
  • APPLICABLE LAW 

This agreement will be governed by and construed in accordance with both International law and the law of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with such law.

  • NOTES AND DOMICILIUM 
  • The parties hereto select as their respective domicilia citandi et executandi the following physical addresses, and for the purposes of giving or sending any notice provided or required hereunder the following:

PARTY-1: Tactics ICT Services PTY LTD

Physical Address:                               Postal Address                                    Numbers

Unit 9, 23 Rotherfield Road                As alongside                                        087 742 2280

Plumstead

Cape Town

7800

PARTY-2:

Physical Address:                               Postal Address:                                Numbers:

 

 

 

 

 

 

 

 

Or such other address or telefax number as may be substituted by notice given as   herein required.

  • Any notice addressed to a party at its physical or postal address shall be sent by prepaid registered post, or delivered by hand or, sent by telefax.
  • Any notice shall be deemed to have been given:
    • if posted by prepaid registered post, 7 (seven) days after the date of posting thereof,
    • if hand delivered, on the day of delivery,
    • if sent by telefax on the date of sending such telefax, provided that such notice shall be confirmed either by hand or by prepaid registered post on the date of dispatch of such telefax, or, should no postal facilities be available on that date, on the next business day.
  • WHOLE AGREEMENT 
  • This agreement constitutes the whole of the agreement between the parties hereto relating to the subject matter hereof and save as otherwise provided herein no amendment, alteration, addition, variation or consensual cancellation will be of any force or effect unless reduced to writing and signed by the parties hereto or their duly authorized representatives.
  • The parties agree that no other terms, conditions, warranties or representations, whether oral or written and whether express or implied, whether by statute or otherwise will apply hereto.
  • WAIVER

No waiver of any of the terms and conditions of this agreement will be binding or effectual for any purpose unless expressed in writing and signed by the party giving the same, and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either party hereto in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

  • SEVERABILITY 

Should any of the terms and conditions of this agreement be held to be invalid, unlawful or unenforceable, such terms and conditions will be severable from the remaining terms and conditions, which will continue to be valid and enforceable. If any term or condition held to be invalid is capable of amendment to render it valid, the parties agree to negotiate an amendment to remove the invalidity.

  1. PARTNERED SERVICES

Should both parties enter into partnered services to end users, both parties shall honour all committed agreements as per in writing, to avoid suspension of services to the end user.

THUS DONE AND SIGNED AT _____________ on this_____of___________________2015

 In the presence of the undersigned witnesses:

 

 

For and on behalf of Tactics, who warrants he is duly authorized:

 

 

 

__________________________________               _________________________

Signature(s)                                                                 Name(s) in Print

 

 

 

 

PARTY 2:

For and on behalf of: ________________________, who warrants she/he is duly authorized:

 

 

 

______________________                                        _________________________

Signature                                                                      Name in Print

As witnesses:

 

______________________                                        __________________________

Signature                                                                     Name in Print

 

 

______________________                                        ___________________________

Signature                                                                     Name in Print