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
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;
(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
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
(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.
This agreement shall not be cancelled, amended or modified in
any respect except by a written instrument signed by all of the
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
All notices and other communications shall be addressed to:
Signed at Johannesburg this _____ day of _______, 200_
for: ABC COMPANY
as Witness: 1.____________________ 2.__________________
Signed at Johannesburg this _____ day of _______, 200_
as Witness: 1.____________________ 2.___________________