Nda A
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BETWEEN
Brilliant Computers (Company Number: 2022 / 526141 / 07) whose registered office is 16
Eeufees St, Dalview, Brakpan, 1541, Gauteng, South Africa
AND
In this Agreement, the following words shall have the following meanings:
2 BUSINESS PURPOSE
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“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.
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.
4.2.1 Treat the Confidential Information as confidential and not make copies of
it without the prior consent of the Discloser;
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
4.4 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.
5. LIABILITY
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.
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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.
10.1 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.
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11 NOTICES
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
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:
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Brilliant Computers
Signature
Name
Title
Signature
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