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Geremu Tilahun
Copyright
© © All Rights Reserved
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Mutual Non-Disclosure Agreement

BETWEEN

Brilliant Computers (Company Number: 2022 / 526141 / 07) whose registered office is 16
Eeufees St, Dalview, Brakpan, 1541, Gauteng, South Africa
AND

------------------------------------------- whose principal place of business/ registered office is


at --------------------------(Company Number: ---------------) referred to in this document as
----------------------------
Geremu Tilahun Regasa
Brilliant Computers and---------------------------------------------------------- are collectively referred to
Geremu Tilahun Regasa
as the “Parties,” and each of Brilliant Computers and ------------------------------------------- is
referred to as a “Party.” A Party disclosing Confidential Information is referred to herein as
the “Discloser,” and the Receiver of such Confidential Information is referred to herein as the
“Receiver.”

THE PARTIES AGREE in consideration of the mutual promises contained herein:

1 DEFINITIONS AND INTERPRETATION

In this Agreement, the following words shall have the following meanings:

a “Affiliate” means any entity controlled, directly or indirectly, by, under


common control with, or controlling a Party, and specifically includes
without limitation, subsidiaries, partnerships, joint ventures, and other entities
or operations for which the Party has operational or management control.
For the purposes of this definition, control means the power, direct or
indirect, to direct, or cause the direction of the management and policies
of such entity whether by contract or otherwise and, in any event and
without limitation of the previous sentence, owning the majority of the
voting stock, shares, securities or assets of another entity.

b “ Confidential Information” means information which the party disclosing


the information (the Discloser), now, or during the term, possesses relating
to technical, business, financial, and other data generally treated by the
Discloser as confidential and which: (a) is marked as “confidential”, or with
a similar legend, at the time of disclosure; or (b) is clearly identified to the
party receiving the information( the Receiver) as confidential at the time of
disclosure; or (c) is material which should reasonably be regarded by its
nature or under the circumstances in which it was given as confidential.
Confidential Information may include without limitation customer lists, prices,
costs designs, drawings, reports, specifications, procedures, instructions,
software and any other technical or commercial information and data,
information belonging to a third party, including customers or suppliers, or
potential customers or suppliers of discloser or its affiliated companies

2 BUSINESS PURPOSE

2.1 In connection with the evaluation, pursuit, or performance of a mutually beneficial


business opportunity or relationship (the “Purpose”), each Party hereto may disclose
certain non-public information to the other Party or its directors, officers, employees,
agents, consultants, advisers, or other representatives (collectively,

Page 1 of 6
“Representatives”) relating to their respective operations and businesses. The
Parties wish to preserve the confidentiality and prevent the unauthorized disclosure
and use of any such non-public information disclosed to the Receiving Party or its
Representatives on the terms and conditions set forth herein.
Nothing in this Agreement shall impose any obligation upon either Party to
consummate a transaction, to enter into any discussion or negotiations with respect
thereto, or to take any other action not expressly agreed to herein. Neither Party
shall have any obligation to the other Party for any action such other Party may
take, or refrain from taking, based on or otherwise attributable to any information
(whether or not constituting Confidential Information) furnished to such other Party
hereunder or otherwise in connection with the Purpose.

3 RELATIONSHIP OF THE PARTIES

3.1 No relationship of agency, joint venture or partnership shall exist or be deemed to


exist between the Parties and neither Party shall have the authority to make binding
commitments on behalf of the other as a result of this Agreement.

4 CONFIDENTIALITY

4.1 Each Party shall upon request make available to the other Party such Confidential
Information as is reasonably necessary for the performance of this Agreement.

4.2 Each Party agrees that in respect of Confidential Information it will:

4.2.1 Treat the Confidential Information as confidential and not make copies of
it without the prior consent of the Discloser;

4.2.2 disclose the Confidential Information to its employees and sub-contractors


only to the extent that they can be shown to need to know such
information and, in the case of sub-contractors that such sub-contractor
has signed a written confidentiality undertaking no less restrictive than that
contained in this Agreement;

4.2.3 not disclose the Confidential Information to any third party without the prior
written consent of the other party; and

4.2.4 use it solely for the purpose for which it was disclosed; and

4.2.5 advise such personnel and advisers who receive Confidential Information
of its confidential nature, and ensure that such personnel and advisers do
not make any unauthorized use or disclosure of it. The Receiver shall not
disclose Confidential Information to any third party other than as permitted
in this Agreement without the prior written consent of Discloser. Receiver
shall protect the disclosed Confidential Information by using at least the
same degree of care, but no less than a reasonable degree of care, to
prevent the unauthorized disclosure of the Confidential Information as
Receiver uses to protect its own confidential information of a like nature.
Receiver may make copies of the Confidential Information as reasonably
necessary to effectuate the Business Purpose, provided each copy is
considered Confidential Information and all proprietary legends or
markings on the original are retained on the copies.

4.3 It is agreed further that the requirements of this confidentiality clause shall not apply
to any information supplied by the other Party which:

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4.3.1 is or becomes common knowledge without breach of this Agreement;

4.3.2 can be shown to have been in the lawful possession of the other Party prior
to receipt from the Discloser or to have been developed by or for the other
party at any time independently of any disclosure by the Discloser; or

4.3.3 is required to be disclosed by law or regulation, provided that any such


disclosure shall be limited to that which is reasonably necessary for
compliance with that law or regulation.

4.4 All documents and other material things embodying any Confidential
Information which are received in pursuance of this Agreement shall be kept
confidential by the Receiver who shall exercise such reasonable care to keep them
safe from access by unauthorised persons and shall return them to the other party
within one month of receipt of a written request from the other party.

4.5 Neither party makes any representations or warranties, express or implied, in


relation to its Confidential Information, including without limitation with respect to
the accuracy, appropriateness or completeness of the information, except
Receiver represents and warrants that it will comply, and will require its
representatives to comply, with all applicable national, state/provincial and local
data protection laws and regulations in the maintenance, disclosure and use of all
personal information contained in any Confidential Information that is disclosed to
the Receiver or its representatives hereunder. For purposes of this Agreement,
"Personal Information" means information that: (i) relates to an individual person;
and (ii) identifies or can be used to identify, locate or contact that individual alone
or when combined with other personal or identifying information that is or can be
associated with that specific individual.

5. LIABILITY

The parties acknowledge that monetary damages are likely to be inadequate


compensation in case of breach of this Agreement and therefore agree that either
Party shall be entitled to seek equitable remedies, including injunctive relief (both
temporary and permanent) for any breach or proposed breach of this Agreement.

6 ASSIGNMENT

Neither Party shall be entitled to assign all or any part of its rights and obligations
under this Agreement without the prior written consent of the other Party.

7 PUBLICITY

Neither Party shall make use for publicity purposes of the name, or of any trade
name or trademark, of the other Party, or of any information obtained under or in
connection with this Agreement from the other Party, without the prior written
consent of the other Party. Neither Party shall issue any publicity or other
announcement in relation to this Agreement without the prior written approval of
the other Party of the form and content.

8 DURATION AND TERMINATION

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This Agreement applies to any Confidential Information which is disclosed between
the Effective Date and the date which is one (1) year thereafter (“Term”). This Term
may be terminated unilaterally at its sole discretion by either Party upon ten (10)
days’ notice given in writing to the other Party at its address shown above and may
be extended only by a writing signed by both Parties. Except as otherwise agreed
in writing signed by both Parties with respect to any particular Confidential
Information, the obligations of Receiver related to the Confidential Information will
survive the Term and continue for a period of 5 years thereafter. This Agreement
shall be effective upon signature by both Parties and shall continue until five years
after the last piece of Confidential Information has been exchanged between the
Parties under this Agreement.

9 RETURN OF INFORMATION

Upon the written request of Discloser, Receiver will at its election return or destroy,
to the extent reasonably practicable, all Confidential Information received
(including all copies except for one copy that can be retained for regulatory or
audit purposes) and, at Discloser’s request, certify that it has done so.

10. OTHER RIGHTS OF THE PARTIES.

10.1 All Confidential Information shall remain the exclusive property of the
Discloser or customer, and the Receiver shall have no right to use the
Confidential Information except as expressly provided herein. No patent, copyright,
trademark, or other proprietary right in the Confidential Information is licensed,
granted, or otherwise conveyed by this Agreement.
The Receiver shall give prompt written notice to the Discloser
of any unauthorized use or disclosure of the Confidential Information and shall
assist the Discloser in remedying each unauthorized use or disclosure.
Neither such assistance nor the acceptance of such assistance constitutes a waiver
of any breach of this Agreement and shall not impair any rights the Discloser
must pursue any remedies available for breach of this Agreement.

10.2 The Discloser acknowledges that the Receiver may


currently or in the future be developing information internally, or receiving
information from other parties, that is similar to the Confidential Information.
Accordingly, nothing in this Agreement shall be construed as a representation or
agreement that the Receiver shall not develop, or have developed, services,
products, concepts, systems, or techniques that are similar to or compete with the
services, products, concepts, systems, or techniques contemplated by or embodied
in the Confidential Information; provided, however, that the Receiver shall
not violate any of its obligations under this Agreement in connection with such
development or use. For the avoidance of doubt, this provision does not relieve or
alter any restrictions imposed by this Agreement regarding the use of the
Confidential Information.

10.3 Remedies. The Receiver understands and acknowledges that any


disclosure or use of any Confidential Information that is in violation of this
Agreement may cause the Disclosing Party or Customer irreparable harm, the extent
of which would be difficult to ascertain and/or to quantify in monetary damages.
Accordingly, the Disclosing Party shall have the right to seek temporary injunctive
relief without the posting of a bond to prevent a breach of this Agreement and/or
restrain any such further disclosure or misappropriation, until such time as the
matter may be heard by a court of competent jurisdiction. The rights afforded the
Disclosing Party under this Section shall be in addition to any remedies available to
the Disclosing Party at law.

Page 4 of 6
11 NOTICES

11.1 Subject to clause notices relating to this Agreement shall be sent:

10.1.1 for Brilliant Computers, to partnershp@brilliantccit.com

Geremu Tilahun Regasa


10.1.2 for -----------------------------, to geretilahun6@gmail.com

11.2 All notices shall be in writing and shall be sent by first class post or scanned via email
to the address stated above. Any notice sent by mail shall be deemed to have
been served three working days after the date of posting. Any notice sent by email
shall be deemed to have been served at the time of transmission.

12 WHOLE AGREEMENT

This Agreement supersedes all prior representations, arrangements and


understandings between the parties relating to the subject matter and is intended
by the Parties to be the complete and exclusive statement of the terms and
conditions of this Agreement. Any amendment to this Agreement must be in writing
and signed by both Parties.

13 GOVERNING LAW AND JURISDICTION

The interpretation and performance of this Agreement shall be governed


exclusively by South Africa law and the Parties expressly submit to the non-exclusive
jurisdiction of the South African courts.

14 COMPETITION

14.1 Neither Party shall, without the prior written consent of the other Party, solicit or
attempt to solicit any customer of the other Party, into contact with which the first
Party has come as a result of the Parties’ collaboration under this Agreement, with
a view to providing such customers with products or services which compete with
the products or services supplied by that other Party.

Signatures

The Parties agree that this Agreement will be considered fully executed when signed by both
Parties (effective date). A facsimile or scanned copy of an original signature transmitted to
the other Party is as effective as an original signature.

AGREED TO:

Page 5 of 6
Brilliant Computers

Signature

Name

Title

Address Eeufees St, Dalview, Brakpan, 1541, Gauteng, South Africa


Date

Signature

Name Geremu Tilahun Regasa


Title Network Engineer & Desktop support
Address Addis Abeba, Ethiopia
Date Feb 6, 2024

Page 6 of 6

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