Confidentiality and Non-disclosure Agreement

  1. Confidential Information

    Confidential Information shall mean information which is considered by either party to be confidential including, but not limited to, each party’s financial results, agreements with third parties, supplier, client and customer lists, technologies, technical details and specifications, business plans and strategies, trade secrets, samples, devices, demonstrations, know-how, proprietary information and market information, whether subject to or protected by copyright, patent, trade mark, registered or unregistered.

  2. Non-Disclosure

    Having regard to the fact that, during the course of the data sharing discussions, the parties may disclose the Confidential Information to each other, the parties acknowledge that the Confidential Information is a valuable, special and unique asset belonging to the respective disclosing party and agree that:

    1. the receiving party shall not, during the discussions or at any time thereafter, use, disclose or divulge, directly or indirectly, the Confidential Information of the respective disclosing party, to any third party, save in accordance with the provisions of this agreement;
    2. the receiving party shall take all such steps as may be reasonably necessary to prevent the respective disclosing party’s Confidential Information falling into the hands of unauthorised third parties;
    3. any documentation or record relating to the disclosing party's Confidential Information which comes into the possession of the receiving party during the period of the discussions and research;
      1. shall be deemed to form part of the Confidential Information of the disclosing party;
      2. shall not be copied, reproduced, published or circulated by the receiving party;
      3. shall be surrendered to the disclosing party on demand, and in any event on the termination of the discussions, and the receiving party shall not retain any extra copies thereof;
    4. the receiving party shall:
      1. only disclose the Confidential Information to the professional advisers, directors, officers, servants employees and/or agents who need to receive and consider the Confidential Information for the purposes of the Project. Any person referred to in this paragraph will be expressly informed of the confidential nature of the Confidential Information and the purpose for which it may be used and shall be responsible for procuring their compliance with the terms of this agreement as if they were subject to the same obligations as the receiving party in terms of this agreement;
      2. not use the Confidential Information for any purpose other than in relation to the discussions on performance to that respective disclosing party.
    5. Notwithstanding the cancellation or termination of this agreement for any reason the undertakings given in terms of clause 2.d shall remain effective in perpetuity, unless and until the Confidential Information becomes public knowledge, thereby losing the confidentiality thereof.

  3. Secrecy

    1. The parties agree that they will not during or after the term of this agreement disclose the Confidential Information of the other party or parties to any person, firm, corporation, association or any other entity for any reason or purpose whatsoever without the prior written consent of the disclosing party, save in accordance with the provisions of this agreement.
    2. The parties further agree that they shall not utilise, employ, exploit or in any other manner whatsoever use the Confidential Information disclosed by the other party or parties for any purpose not authorised in terms of this agreement without the prior express written consent of the disclosing party including, but not limited to, the purpose of competing in any way with the other Party.

  4. Standard of Care

    The parties agree that they shall protect the Confidential Information of the other party or parties using not less than the same standard of care that each party applies to its own Confidential Information and that the Confidential Information shall be stored and handled in such a way as to prevent unauthorised disclosure.

  5. Indemnity

    The parties agree that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the other party or parties. Accordingly, each party indemnifies and holds each other party harmless against any loss, action expense, claim, harm or damage, or whatever nature, suffered or sustained by such party pursuant to a breach by the other party of the provisions of this agreement.

  6. Title

    All of the Confidential Information disclosed by any party to any other party is acknowledged by the other receiving party, to be confidential to the disclosing party and does not confer any rights of whatever nature in such Confidential Information to the other receiving party.

  7. Return of Information

    1. Any party may, at any time, request the other party to return any material containing, pertaining to or relating to information disclosed pursuant to the terms of this agreement and may, in addition request the other party to furnish a written statement to the effect that, upon such return, the other party has not retained in its possession, or under its control, either directly or indirectly, any such material.
    2. As an alternative to the return of the material contemplated in clause 7.a above, the other party shall, at the instance of the requesting party, destroy such material and furnish the requesting party with a written statement to the effect that all such material has been destroyed or if requested by the other party, furnish such proof as is reasonably necessary to satisfy the other party that the material has indeed been destroyed.
    3. The other Party shall comply with a request, in terms of this clause 7, within 7 (seven) days of date of such a request.