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Privileged and Confidential

MUTUAL NONDISCLOSURE AGREEMENT


THIS MUTUAL NONDISCLOSURE AGREEMENT (the Agreement) is made and entered into as of December 2011, 6 (the Effective Date) by and between ., and (each referred to as a Party, or collectively as the Parties). WHEREAS, the parties, expect to make available to one another certain confidential information and ideas concerning their respective businesses including, but not limited to, technology, financial forecasts, financial condition, operations and business plans for the purpose of discussing and/or exploring a possible business relationship (the Purpose), THEREFORE, in mutual consideration of such disclosures and premises, agreements, and covenants contained herein, the Parties hereto agree as follows:

1.

CONFIDENTIAL INFORMATION.

1.1 Confidential Information means all information or materials disclosed by a Party (the Disclosing Party) to the other Party (the Receiving Party) in connection with the Purpose, including, but not limited to, trade secrets; financial information; technical information, including, research, development, procedures, algorithms, data, designs and know-how; business information, including operations, planning, marketing interests and products which is (i) disclosed by the Disclosing Party in writing and labeled or marked as confidential, strictly private or with a comparable legend at the time of disclosure; or (ii) disclosed by the Disclosing Party in any other manner and identified as confidential at the time of disclosure and summarized and designated as confidential in a written memorandum delivered to the Receiving Party within thirty (30) days of the disclosure. Confidential Information further includes the terms of this Agreement and the fact of its existence. 1.2 The Confidential Information shall not include any information which: (i) was in the lawful possession of, or already known to, the Receiving Party prior to receipt from the Disclosing Party; (ii) has come into the public domain through no fault of the Receiving Party; (iii) has been lawfully received from a third party without restrictions or breach of this Agreement; or (iv) is independently developed by the Receiving Party without any use of the Confidential Information of the Disclosing Party.

2. 2.1

CONFIDENTIALIY OBLIGATION. The Receiving Party hereby agrees to do all of the followings: (i) to keep the Confidential Information secret, and not to disclose it to any third party without the prior written consent of the Disclosing Party;

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(ii) to use the Confidential Information only for the Purpose hereof and not to disclose the Confidential Information to any of its officers, employees, and/or agents except those who need to know it in order to carry out the Purpose, provided that the Receiving Party shall remain directly responsible to the Disclosing Party for any unauthorized use or disclosure of the Confidential Information by such officers, employees, and/or agents as if they were a Party hereto; and (iii) to take all reasonable measures to protect the secrecy of and avoid disclosure or use of the Confidential Information of the Disclosing Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but is not limited to, the commercially reasonable degree of care that the Receiving Party utilizes to protect its own confidential information of a similar nature. 2.2 In the event that either Party is ordered to make a disclosure of Confidential Information of the other Party by operation of law or in conjunction with a judicial or governmental proceeding or arbitration, the Party requested or directed to make the disclosure shall immediately notify the other Party both orally and in writing prior to the disclosure. Each Party further agrees to provide reasonable cooperation and assistance in obtaining a suitable protective order, and in taking any other steps necessary to preserve the confidentiality of Confidential Information.

3.

TERM AND TERMINATION.

3.1 This Agreement shall continue in effect for a period of one (1) year from the Effective Date unless earlier terminated. Either Party may terminate, with or without cause, at any time, upon providing 30 days prior written notice to the other pursuant to Section 6 of this Agreement. 3.2 Parties obligations of confidentiality under this Agreement shall survive the termination of this Agreement for a period of three (5) years from the expiration or termination of this Agreement. Furthermore, upon termination or request of the Disclosing Party, all documents and materials embodying Confidential Information provided, and all copies thereof, shall be, at the Disclosing Partys option, returned or destroyed.

4.

OWNERSHIP.

All rights in and title to the Confidential Information supplied by each Party, unless otherwise specified in writing shall remain in that Party. No Party acquires any intellectual property rights or licenses under this Agreement (including, but not limited to, patent, copyright, and trademark rights) except the limited rights necessary to carry out the Purpose as set forth in this Agreement.

5.

GOVERNING LAW AND ARBITRATION.

5.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa without giving effect to principles of conflict of laws. 5.2 All disputes, controversies, or differences which may arise between the Parties out of or in relation to or in connection with this Agreement, or for the breach thereof, shall be finally settled by arbitration in Johannesburg, South Africa in accordance with the Arbitration Rules of

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the International Commercial Arbitration Board. The award rendered by the arbitrator(s) shall be final and binding upon the Parties.

6.

NOTICE.

All notices provided for in this Agreement shall be in writing, in English, and shall be effective when they are received by personal delivery, facsimile, or three (3) business days after they are sent by internationally recognized courier services at the following address: (a) if to: . . Attention: . Fax: .

(b) if to: . . Attention: . Fax: .

or such other address as either Party shall hereafter designate in writing to the other.
7. GENERAL PROVISONS.

7.1 The Disclosing Party warrants that it has the right to disclose its Confidential Information. No other warranties are made. All Confidential Information disclosed hereunder is provided as is. 7.2 This Agreement imposes no obligation on a Party to exchange the Confidential Information, proceed with any business opportunity, or purchase, sell, license, transfer or otherwise make use of any technology, services or products. 7.3 This Agreement shall not create any agency or partnership relationship and shall not in any manner affect or limit either Partys present or future business activities or relationships of any nature, including business activities or relationships that may be competitive with those of the other Party.

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7.4 This Agreement may not be assigned or transferred by either Party without the prior written consent of the other Party. 7.5 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver thereof or other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy. 7.6 In the event that any provision hereof or any obligation hereunder is held to be invalid or unenforceable, the remaining portions hereof shall remain in full force and effect. 7.7 The Parties acknowledge that a breach of the confidentiality obligations provided for under this Agreement may result in immediate and irreparable harm to the other Party, for which there will be no adequate remedy at law, and in addition to any monetary damages awarded, a court of competent jurisdiction may grant equitable relief, including without limitation, orders to cease and desist all unauthorized uses and disclosures of Confidential Information. 7.8 This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 7.9 This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes any prior oral or written agreements, and all contemporaneous oral communications. Any additions or modifications to this Agreement must be made in writing and signed by the Parties.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

By:_________________________ (Signature) Name: Title:

By:_________________________ (Signature) Name: Title:

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