NON - DISCLOSURE AGREEMENT

concluded between:

Name: [INSERT]

Registration / Identity Number: [INSERT]

Physical Address : [INSERT]

Tel: [INSERT]

Fax: [INSERT]

Email: [INSERT]

AND

Name: [INSERT]

Registration / Identity Number: [INSERT]

Physical Address : [INSERT]

Tel: [INSERT]

Fax: [INSERT]

Email: [INSERT]

1. PREAMBLE

1.1. The Parties are entering into discussions and/or ventures whereby either Party may disclose

certain Confidential Information to the other.

1.2. The purpose of this Agreement is to provide for the protection of both Parties, as well as

preclude the unauthorized disclosure of both Parties’ Confidential Information.

1.3. Each Party has agreed that the terms of confidentiality set out herein shall apply when one of

the Parties, “the Disclosing Party” divulges certain of their Confidential Information to the other

Party, “the Receiving Party”.

1.4. It is agreed and understood that this Agreement is for the mutual benefit of both Parties and, as

indicated by the context, each Party will be both a Disclosing Party as well as a Receiving Party in

terms of this Agreement.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

2. DEFINITIONS

In this Agreement the following terms shall have the meanings set forth below:

2.1. The Disclosing Party means the Party who discloses certain of their Confidential Information to

the other Party.

2.2. The Parties are as described on the covering page of this agreement, and Party shall refer to

either of the Parties, as indicated by the context and shall include all of their officers, directors,

employees, agents, licensors, suppliers and/or any persons directly or indirectly involved in the

disclosure of Confidential Information (either by revealing, receiving and/or engaging in same).

2.3. The Receiving Party means the Party who receives, is directly or indirectly exposed to and/or

comes into contact with the Confidential Information as a direct and/or indirect result of being

engaged in the Disclosing Party’s business.

2.4. The Confidential Information means any information (whether oral or recorded in writing or in

any other form) which is of a secret or proprietary nature to the Disclosing Party and which is

not readily available to persons competing or dealing with the Disclosing Party and which if

disclosed could provide an advantage to such a person and/or disadvantage to the Disclosing

Party, and which includes without limitation: data; personal data; any technical knowledge;

specifications; financial knowledge; commercial knowledge in a tangible or non-tangible form;

the identity and/or requirements of the Disclosing Party’s contacts, suppliers, employees, agents

and/or affiliates; trade secrets; methods; methodologies; business strategies; marketing

information; intellectual property whether registered or unregistered, including all future

additions and improvements to the intellectual property; working documentation and outputs

of any project and/or Service.

2.5. Data means all information (including Personal Data) in electronic form that is received by the

Receiving Party from the Disclosing Party and is of a confidential nature and/or is processed or

stored by the Receiving Party in performance of their Services and/or in terms of this

Agreement.

2.6. Personal Data means any Data provided by the Disclosing Party to the Receiving Party that allows

a third party, which shall include but is not limited to an Employee, to be identified personally in

accordance with the regulation of personal information in South Africa;

3. CONFIDENTIALITY OBLIGATIONS

3.1. The Receiving Party hereby –

3.1.1. Acknowledges and agrees –

3.1.1.1. that the Confidential Information is of a confidential nature, and if disclosed or used contrary

to the interests of the Disclosing Party may cause serious and irreparable loss, damage

and/or prejudice to the Disclosing Party;

3.1.1.2. that in the absence of an agreement in writing and signed by the parties that provides

otherwise, neither this Agreement nor the disclosure of any Confidential Information under

this Agreement shall be construed as granting to the Receiving Party any ownership,

intellectual property or licence right or other like interest in respect of any Confidential

Information or intellectual property owned by the Disclosing Party or which it may be

entitled to use;

3.1.1.3. that the nature and extent of the Confidential Information disclosed by the Disclosing Party

shall be within the Disclosing Party’s sole discretion, however will enable the Receiving Party

to perform any services which the Receiving Party may be contracted to perform.

3.1.2. undertakes to keep all documents and records containing any of the Confidential Information in

its own personal possession and control at all times, and agrees that the Disclosing Party shall at

all times have access to such documents and records for any purpose whatsoever;

3.1.3. undertakes, upon request by the Disclosing Party at any time, to either destroy or hand over to

the Disclosing Party all Confidential Information disclosed to the Receiving Party, and at the

Disclosing Party’s option, to either destroy or return to the Disclosing Party all copies, notes,

summaries, transcriptions and records thereof or relating thereto or deriving there from, and to

irretrievably erase all Confidential Information from any computer or other device containing

the Confidential Information. The return of any Confidential Information will not diminish or

otherwise affect any other obligations under this Agreement;

3.1.4. undertakes to promptly notify the Disclosing Party if the Receiving Party is required to disclose

any of the Confidential Information to any court or authority or by reason of any law or

regulation, prior to making any such disclosure, so as to enable the Disclosing Party to take

steps to challenge the validity of any such requirement, to prevent such disclosure from taking

place or to otherwise protect its interests, and if obliged to so disclose any Confidential

Information shall endeavour to obtain assurances that such Confidential Information will be

treated confidentially;

3.1.5. undertakes that it shall, for the duration of the Project and for the Confidentiality Period –

3.1.5.1. not disclose any of the Confidential Information to any person or entity other than as

authorised by the Disclosing Party; nor

3.1.5.2. use or attempt to use any of the Confidential Information for any purpose other than the

purposes authorised by the Disclosing Party;

3.1.6. undertakes not to make any public announcement (whether in the press or otherwise) relating

to the Confidential Information without the prior written consent of the Disclosing Party;

3.1.7. warrants that it has adequate safeguards and procedures in place for the protection of all the

Confidential Information;

3.1.8. undertakes to immediately notify the Disclosing Party in writing if the Receiving Party becomes

aware or suspects that any of the Confidential Information has been disclosed or used contrary

to this Agreement.

3.2. The duty of non-disclosure shall not apply to information that the Receiving Party can document

in reasonable detail: (i) is known by the Receiving Party at the time of receipt from the Disclosing

Party and is not subject to any other non-disclosure agreement between the parties; (ii) is now,

or hereafter becomes, generally known to the public through no fault of the Receiving Party; (iii)

is otherwise lawfully and independently developed or held by the Receiving Party, or (iv) is

lawfully acquired from a third party by the Receiving Party without any obligation of

confidentiality.

4. TITLE TO CONFIDENTIAL INFORMATION

4.1. The Receiving Party acknowledges that all right, title and interests in and to the Confidential

Information existing at the time of disclosure, vests in the Disclosing Party and that it has no

claim of any nature in and to the Confidential Information.

5. PERIOD OF CONFIDENTIALITY

5.1. The terms of this Agreement shall continue after the termination of this Agreement and the

Receiving Party will be bound by the terms of this Agreement until the Disclosing Party officially

releases the Confidential Information into the public domain.

6. APPLICABLE LAW

6.1. This Agreement shall be governed by the laws of The Republic of South Africa.

7. WHOLE AGREEMENT, AMENDMENT AND SEVERABILITY

7.1. This document constitutes the whole Non-Disclosure Agreement entered into between the

Parties. This agreement supersedes all previous agreements, representations and/or obligations.

Neither Party will have any right or remedy arising from any right, obligation, and/or

representation which is not included in this agreement.

7.2. No amendment, alteration, addition, variation and/or consensual cancellation of this Agreement

will be valid unless in writing and signed by both Parties.

7.3. In the event that any of the provisions of this Agreement are found to be invalid, unlawful

and/or unenforceable by any court having competent jurisdiction, such terms shall be severable

from the remaining terms, which shall continue to be valid and enforceable.

8. WAIVER

8.1. No waiver of any of the terms and conditions of this Agreement will be binding for any purpose

unless expressed in writing and signed by the Disclosing Party. Any such waiver will be effective

only in the specific instance and for the purpose given.

8.2. No failure or delay on the part of the Disclosing Party in exercising any right, power or privilege

will operate as a waiver, nor will any single or partial exercise by the Disclosing Party of any right,

power or privilege preclude any other or further exercise thereof or the exercise of any right,

power or privilege.

9. DOMICILIUM CITANDI ET EXECUTANDI

9.1. The Parties choose their domicilium citandi et executandi at the addresses specified on the

covering page to this agreement, for the purposes of service of all notices, legal documents

and/or communications of any nature.

10. SANCTIONS

10.1. The Disclosing Party reserves their rights to take any action necessary, including pursuing

monetary damages, injunctive relief and/or terminating the relationship between the Parties,

should the Receiving Party violate any of the terms set out in this Agreement.

SIGNED AT ON THIS THE DAY OF .

1.

WITNESS (1)

NAME:

(who warrants that he/she is duly

authorised to sign on behalf thereof)

2.

WITNESS (2)

SIGNED AT ON THIS THE DAY OF .

1.

WITNESS (1)

NAME:

(who warrants that he/she is duly

authorised to sign on behalf thereof)

2.

WITNESS (2)