Confidentiality agreement
1 PARTIES
1.1 Nestia Trading
1.2 Your Business : ________________________
2 DEFINITIONS
2.1 Affiliate – a party’s mother, sister, or daughter, spouse or any company, and sub-contractors.
2.2 Confidential information – a party, or an Affiliate’s, trade secrets and commercially sensitive information which is not readily available in the normal course of business to the competitor of that party or the Affiliate. Examples are:
2.2.1 Any information related to supplier, buyer is strictly confidential.
2.2.2 No Party will engage with either supplier or buyer directly without Nestia Trading full expressed permistion
2.2.3 Business strategies, plans, arrangements, structures and results.
2.2.4 Business systems, procedures, processes and methods.
2.2.5 Mechanics and pricing of products and services in existence, being developed or envisaged.
2.2.6 Marketing, sales, financial and operating information and data.
2.2.7 Names of, nature or relationships with, and content of contracts with providers and customers.
2.2.8 Technical know-how and intellectual property developed or acquired.
2.2.9 Computer systems and software, including any programs, source or object codes, databases, specifications, techniques, and technical information.
2.3 Project – The discussions, evaluations, and negotiations by the parties of a business arrangement between them and/or any of their Affiliates regarding the structuring of executive incentives for Client.
3
AGREEMENT
The parties acknowledge that Confidential
Info
rmation may already have been, and will in future, be exchanged between them for purposes of the project. They acknowledge the confidential and proprietary nature of such Confidential
Info
rmation and agree to deal with its only as set out in this agreement.
4 PURPOSE AND USE OF DISCLOSED CONFIDENTIAL INFORMATION
4.1 The parties agree to do the following:
4.1.1 Use the Confidential Information only for purposes of the project.
4.1.2 Preserve the confidentiality of the Confidential Information by using the same methods they could reasonably be expected to use to protect similar information of their own.
4.1.3 Obtain the disclosing party’s written consent before disclosing Confidential Information to a third party.
4.2 Confidential Information in readable format delivered to the receiving party may be copied, duplicated, or recreated. Confidential Information verbally conveyed to the receiving party may be converted to any readable format. In both cases this may be done only insofar as is necessary for purposes of the Project. The receiving party must take appropriate steps, including appropriate action by instruction, agreement, or otherwise, to ensure compliance with this agreement by persons permitted access to the Confidential Information.
4.3 The receiving party must immediately notify the disclosing party in writing that, through its possession at the disclosing party’s request. The receiving party must certify in writing that, through its best efforts and to the best of its knowledge, such material, and copies of it, have been returned to the disclosing party or destroyed.
4.4 The receiving party must either return or destroy all Confidential Information in readable format in its possession at the disclosing party’s request. The receiving party must certify in writing that, through its best efforts and to the best of its knowledge, such as material, and all copies of it, have been returned to the disclosing party or destroyed.
4.5 Neither party may make any announcement regarding the Project, it’s progress, or an eventual agreement – except where the rules of an applicable stock exchange require it, the announcement is made jointly, or the other party consents thereto in writing.
4.6 The recipient agrees in full that all information shared in this project and the outcome of any system, documents or concepts flowing from this projects, remains the full and exclusive property of the sender of this agreement unless agreed and captured in writing.
5 EXCLUSIONS
No duty of confidentiality applies to Confidential Information :
5.1 Which a party already lawfully possesses.
5.2 Which is lawfully made available to the receiving party by a non-party free to make such disclosure without breach of any legal obligation.
5.3 Which a party develops independently.
5.4 That is, or becomes, publicly available without breach of any duty of confidentiality.
5.5 If disclosure is required by operation of law.
6 GENERAL
6.1 An amendment or consensual termination of this agreement will be valid only if it is in writing and signed by both parties.
6.2 If one party grants a concession or postponement in respect of a duty under this agreement to another, that other party does not acquire right because of this. In particular:
6.2.1 The indulging party may not be prevented from enforcing the duty in future.
6.2.2 The concession or postponement does not restrict or alter the duty.
6.2.3 The concession or postponement does not create a new duty for the indulging party, nor is it an abandonment of the indulging party’ right.
6.3 This document constitutes the only record of the agreement between the parties in respect of the matter dealt with herein. It supersedes existing agreements, whether written or oral. No party is bound by a promise, representation or warranty not recorded in this agreement.
6.4 The parties recognise and acknowledge that any violation or threatened violation of this confidentiality agreement can cause irreparable and continuing damage to the other party for which that other party will have no adequate remedy by law.
6.5 In the event of any action or threatened action between the parties to enforce this agreement, the aggrieved party will be entitled to be reimbursed by the offending party for the costs incurred in connection therewith, including, but not limited to, legal fees of its outside lawyers on the scale of attorney and own client, and allocated costs of its in-house lawyers.
6.6 The parties consent to the exclusive jurisdiction of the High Court of South Africa, Cape of Good Hope Division, if any legal proceedings are instituted in respect of this agreement.
6.7 This agreement must be interpreted and enforced according to South African law.
6.8 The obligation of the parties under this agreement will survive the discontinuance or finalisation of the Project.
6.9 Each party must ensure that its Affiliates also comply with this agreement.
6.10 This agreement does not create a master/servant relationship between the parties – nor a joint relationship, whether as agency, partnership, joint venture, or any other form.
6.11 Each signatory hereby warrants as agency, partnership, joint venture, or any other form.
Signature for _______________
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Signature for Nestia Trading |
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