One-Way Non-Disclosure Agreement (South Africa)

Non-Disclosure Agreement

This agreement is made between:

1. [Disclosing party name], registration number [Disclosing party registration number], of [Disclosing party address] (the "Discloser"); and
2. [Receiving party name], registration or ID number [Receiving party registration or ID number], of [Receiving party address] (the "Recipient").

It starts on [Effective date] (the "effective date").

1. Purpose

1.1 The Discloser will share confidential information with the Recipient for the following purpose only (the "purpose"): [Purpose].

2. What is confidential information

2.1 "Confidential information" means all information, in any form, that the Discloser makes available to the Recipient in connection with the purpose and that is marked confidential or that a reasonable person would understand to be confidential. It includes business plans, financial information, pricing, customer and supplier details, technical information, software, designs, and any personal information.

2.2 It does not include information that the Recipient can show:

• is or becomes public other than through a breach of this agreement;
• the Recipient already knew lawfully before the Discloser gave it to them;
• the Recipient lawfully received from a third party who was free to share it; or
• the Recipient developed independently without using the confidential information.

3. What the Recipient must do

1. Keep the confidential information confidential and use it only for the purpose.
2. Protect it with at least the care it uses for its own confidential information, and never less than reasonable care.
3. Share it only with its own directors, employees and professional advisers who need to know it for the purpose and who are bound by equivalent confidentiality duties. The Recipient is responsible for any breach by them.
4. Not copy, reverse engineer or analyse any software, samples or materials except as the purpose requires.
5. Tell the Discloser promptly if it learns of any unauthorised use or disclosure.

4. Disclosure required by law

4.1 The Recipient may disclose confidential information to the extent a law, court or regulator requires it. Where lawful, it must tell the Discloser first and disclose only what is required.

5. Personal information

5.1 If the confidential information includes personal information (as defined in the Protection of Personal Information Act 4 of 2013), the Recipient must process it only for the purpose, keep it secure and comply with that Act.

6. Ownership and return

6.1 The confidential information stays the Discloser's property. This agreement gives the Recipient no licence or right in it other than to use it for the purpose.

6.2 On written request, or when the purpose ends, the Recipient must return or securely destroy the confidential information and confirm in writing that it has done so. It may keep copies the law requires it to keep, or that sit in routine electronic back-ups, and those copies remain subject to this agreement.

7. How long it lasts

7.1 The Recipient's duties under this agreement continue for 3 year(s) from the effective date. Duties in respect of trade secrets and personal information continue for as long as the information stays confidential or the law requires protection.

8. Remedies

8.1 A breach may cause harm that money alone cannot fix. The Discloser may ask a court for an interdict or other urgent relief, in addition to any other remedy it has, including damages.

9. General

9.1 This is the whole agreement about its subject matter.

9.2 No change to this agreement, and no waiver of any of its terms, is valid unless it is in writing and signed by both parties. This includes any change to this clause.

9.3 The Recipient may not transfer its rights or obligations without the Discloser's written consent.

9.4 If a court finds any part unenforceable, the rest remains in force.

9.5 Each party chooses the address given above as the address where legal documents may be served on it (its domicilium citandi et executandi) and may change it by written notice.

9.6 This agreement may be signed in counterparts and electronically.

9.7 This agreement is governed by the law of the Republic of South Africa. The parties agree to the non-exclusive jurisdiction of the [Court area], without limiting a party's right to seek urgent relief from any competent court.