Confidentiality and IP Assignment Agreement (South Africa)

Confidentiality and IP Assignment Agreement

This agreement is made between:

1. [Business name], registration number [Business registration number], of [Business address] (the "Business"); and
2. [Contractor or agent name], ID or registration number [ID or registration number], of [Address], working for the Business as an independent contractor (the "Person").

It starts on [Effective date] and also covers anything the Person created for the Business before that date.

1. What this is about

1.1 The Person does the following for the Business: [What they do for you, and what they create] (the "work").

2. Confidential information

1. "Confidential information" means all non-public information of the Business that the Person learns in connection with the work, including customer and prospect details, pricing, plans, systems, software, and the terms of any agreement with the Business.
2. The Person must keep it confidential, use it only to do the work, and share it only with people the Business has approved who need it and are bound by equivalent duties.
3. This does not cover information that is public other than through the Person's breach, that the Person already lawfully knew, that they lawfully received from someone free to share it, or that the law requires them to disclose (in which case they must tell the Business first where lawful).
4. The duty continues for 3 year(s) after the work ends, and for as long as the information is a trade secret or personal information.
5. When the work ends, or on request, the Person must return or securely delete the confidential information and confirm in writing.

3. Who owns what is created

1. Everything the Person creates in doing the work, including documents, code, designs, scripts, presentations, lists and other material, together with all copyright and other intellectual property rights in it (the "work product"), belongs to the Business.
2. The Person assigns to the Business, with effect from creation, all their present and future rights in the work product. Where a right cannot be assigned until a later time, the Person assigns it then and holds it for the Business until that time.
3. To the extent the law allows, the Person agrees not to object to the Business changing, adapting or using the work product without naming the Person.
4. The Person must sign anything reasonably needed to record or register the Business's ownership, at the Business's cost.
5. The Person keeps the rights in tools, methods and material they owned before the work or developed independently of it (the "background materials"). If any background material is built into the work product, the Person gives the Business a non-exclusive, perpetual licence to use it as part of the work product.

4. Promises by the Person

1. The work product is the Person's own original work, or they have the right to give it to the Business, and it does not infringe anyone else's rights.
2. The Person will tell the Business about any third-party or open-source material in the work product and the terms it comes with.
3. The Person will not put the Business's confidential information into public or unapproved tools, including AI services that keep or train on what they receive.

5. Personal information

5.1 If the Person handles personal information (as defined in the Protection of Personal Information Act 4 of 2013) for the Business, they must use it only for the work, keep it secure, and tell the Business within 24 hours if it is lost or accessed without permission.

6. Remedies and general terms

1. A breach may cause harm that money alone cannot fix. The Business may ask a court for an interdict or other urgent relief, in addition to damages.
2. This agreement does not make the Person an employee of the Business.
3. This is the whole agreement about its subject matter. A change is valid only if it is in writing and signed by both parties.
4. If a court finds any part unenforceable, the rest remains in force.
5. This agreement may be signed in counterparts and electronically. It is governed by the law of the Republic of South Africa, and the parties agree to the non-exclusive jurisdiction of the [Court area].