This Confidentiality Agreement (“Agreement“) is entered into on the date of last signature hereof (“Signature Date“), between the parties described on the cover page of this Agreement (the “Parties“).

Confidential Information” means the terms and conditions of this Agreement, and any other information disclosed by one Party to the other, including, but not limited to, information regarding each Party’s products, services, product designs, prices and costs, trade secrets, know how, inventions, development plans, techniques, processes, programs, schematics, software, data, customer lists, financial information, sales and marketing plans, business opportunities, personnel data, research and development activities, pre-release products and any other information which the receiving Party (“Receiving Party“) knows or reasonably ought to know is confidential, proprietary or trade secret information of the disclosing Party (“Disclosing Party“). The Receiving Party is obliged to treat all of the Confidential Information as confidential.   

The Receiving Party shall keep all the Confidential Information strictly confidential, and may only disclose Confidential Information to its employees and contractors who (i) have a need to access such Confidential Information, and (ii) have been advised of the obligations of confidentiality and are under obligations of confidentiality substantially similar to those set out in this Agreement.

The Receiving Party shall have no obligation to retain as confidential any information which (i) was legally in its possession or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement; or (iii) is legally obtained by the Receiving Party from a third Party source without any obligation of confidentiality.

The Receiving Party may disclose Confidential Information pursuant to a valid order issued by a court or government agency, provided that the Receiving Party provides the Disclosing Party notice of such obligation.

In the event that either Party terminates this Agreement, the Receiving Party shall: (i) cease using the Confidential Information, and (ii) destroy, unless specifically requested by the Disclosing Party to return such Confidential Information, and certify in writing such destruction of all Confidential Information including copies, notes or extracts thereof within seven business days of the date the Receiving Party receives the written notice of termination.

The obligations of each Party concerning confidentiality shall be perpetual. No Party/ies will be entitled to cede their rights or delegate their obligations in terms of this Agreement without the express prior written consent of the other Party/ies.

The Parties agree that they are independent contractors and have no other association.

The Parties choose as their address for service for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the addresses described for such Party on the entry form.

Each Party acknowledges that monetary remedies may be inadequate to protect Confidential Information and that a Disclosing Party may seek injunctive relief in the event of any threatened or actual breach of any of the obligations hereunder.

This Agreement is the whole, entire agreement of the Parties relating to its subject matter and may be modified only in writing and signed by both Parties; and it supersedes any other discussions or agreements in this regard.

Either Party may terminate this Agreement at any time and for any reason, without obligation to the other Party except as expressly provided in this Agreement.

If any term of this Agreement shall be held to be illegal or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.

This Agreement and any matter arising therefrom shall be governed by and interpreted in accordance with the laws of South Africa. The parties hereby consent and submit to the non-exclusive jurisdiction of the High Court of South Africa in respect of any litigation arising hereunder.

This Agreement may be executed in counterparts, each of which shall together constitute one and the same instrument.

To the extent permissible by law no Party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

Any provision in this Agreement which is or may become illegal, invalid or unenforceable shall be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement.

No part of this Agreement shall constitute a stipulation in favour of any person who is not a party to the Agreement unless the provision in question expressly provides that it does constitute such a stipulation.