Note: A non-disclosure agreement is useful to protect your intellectual property or sensitive information about your business, or certain activities of your business. Similarly, other companies may want to ensure that you do not share their confidential information with third parties. This is a basic short agreement which can be modified to suit specific circumstances. As always, use this to formulate your ideas and resolve issues, but consult a professional advisor.



NON-DISCLOSURE AGREEMENT


This agreement is entered into this .... day of .............. 200_ by and between YOUR COMPANY (ABC COMPANY) and __________________.

Whereas, in connection with discussions of potential development of commercial, legal or financial relationships between ABC and _________________ or its subsidiaries, ABC is willing to furnish certain written and non-written information, including confidential and proprietary information, to _________________.

Whereas, the parties desire to execute this Non-Disclosure Agreement which will establish the terms and conditions applicable to the disclosure and handling of ABC's confidential information to ___________________.

Now therefore, the parties hereto agree as follows:

1. Confidential Information

As used in this agreement and except as set forth in paragraph 2, the term "Confidential Information" means and includes:
(a) all ABC information which ______________ knows or has a reason to know is proprietary to ABC respecting ABC's practices, procedures, proposals, research and development, patents, copyrights, data, software or computer operating systems, designs;
(b) other business or financial information, plans, strategies or forecasts, operations, marketing or merchandising information provided by ABC; 
(c) any other trade secrets and other proprietary ideas, concepts, know-how, methodologies and information incorporated therein; and
(d) any information provided by a third party that __________ knows or has reason to know is proprietary to ABC and confidential.

2. Exceptions to Confidential Information

The definition of Confidential Information set forth in paragraph 1 does not include any information which : 
(i) was publicly available at the time of disclosure by ABC;
(ii) became publicly available after disclosure by ABC through no fault of __________;
(iii) was in __________'s rightful possession prior to disclosure by ABC, as evidenced by __________'s written records.







3. Non-Disclosure Obligation 

__________ agrees that it shall maintain the confidential nature of any and all Confidential Information in such a manner as is adequate to protect ABC's interest in and to the Confidential Information. __________ agrees to use at least the same level of care in handling ABC's Confidential Information as it would apply to the handling of its most confidential information.

__________ further agrees to maintain the confidentiality of ABC's Confidential Information, to ensure that it is not disclosed, divulged, disseminated or revealed to any third party and that it shall not use such Confidential Information for purposes other than those contemplated herein.

4. Permitted Disclosure

__________ shall use the Confidential Information only in connection with the discussion of potential development referred to above. The disclosure of the Confidential Information by __________ will be limited to its employees, agents, attorneys and advisers ("Permitted Entities") on a need-to-know basis if such knowledge of the Confidential Information is required to accomplish the purpose contemplated herein and if, those Permitted Entities agree to be bound by the obligations of __________ as set forth herein.

5. Return of Proprietary Information

__________ agree that, upon request by ABC or at such other time as the need no longer exists, it will return or destroy, at ABC's direction all documents, samples or other material embodying the Confidential Information then in its possession or under its control. __________ shall not be entitled to retain any copies or records of the Confidential Information.

6. Legal Obligation to Disclosure

Should __________ become legally compelled to disclose any of the Confidential Information, __________ shall promptly provide ABC with notice to permit it to seek a protective order or other appropriate remedy. __________ shall only disclose that part of the Confidential Information __________ is legally required to disclose.

7. Effective Date and Length of Obligation

This agreement is effective as the first date written above. __________'s obligation of confidentiality, a set forth herein, shall continue for three (3) years from the date ABC discloses any Confidential Information to __________.

8. Disclaimer of any Other Relationship

This agreement shall not: 
(a) obligate the parties to enter into any agreement between the parties;
(b) obligate either of the parties to pay the other any compensation, fee or expense whether or not the parties ultimately conclude any kind of agreement;
(c) prevent either of the parties from entering into discussions with any other company. 

9. Irreparable Injury

The parties hereto acknowledge that, in the event of any breach of this Agreement, ABC would irreparably and immediately suffer injury and could not necessary be made whole by monetary damages. It is accordingly agreed that ABC, in addition to any other remedy, shall be entitled to an injunction to prevent breaches of and to compel specific performance of this Agreement.

10. Solicitation for Employment

Without any prior written consent, __________ shall not for a period of two (2) years after the date here above mentioned, directly or indirectly, solicit for employment any person who is employed in an executive, managerial or technical capacity by ABC.

11. Amendments

This agreement shall not be cancelled, amended or modified in any respect except by a written instrument signed by all of the parties hereto.

12. Governing Law

This agreement shall be construed according to and governed by the Laws of South Africa.

13. Successors and Assigns

This agreement shall inure to the benefit of and be binding on the parties, their subsidiaries, successors, assigns and legal representatives. 

14. Notices

All notices and other communications shall be addressed to:
ABC COMPANY
Name:__________________
Title:_________________
Postal Address:__________________________
Physical Address:________________________

__________
Name:__________________
Title:_________________
Postal Address:__________________________
Physical Address:________________________





Signed at Johannesburg this _____ day of _______, 200_

_____________________________
for: ABC COMPANY


as Witness: 1.____________________ 2.__________________


Signed at Johannesburg this _____ day of _______, 200_

_____________________________
for:


as Witness: 1.____________________ 2.___________________


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