NDA And Non Circumvention Agreement

NDA And Non Circumvention Agreement Template for South Africa

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Key Requirements PROMPT example:

"I need an NDA and Non Circumvention Agreement to protect confidential information and business relationships for a potential technology partnership between my South African software company and an international cloud services provider, with specific provisions for cross-border data transfers and POPIA compliance."

Document background

The NDA and Non Circumvention Agreement is essential for business relationships where parties need to share sensitive information while ensuring protection against both unauthorized disclosure and potential circumvention of business opportunities. This document is particularly relevant in the South African business context, where it must comply with specific legislative requirements including the Protection of Personal Information Act (POPIA), Competition Act, and common law principles. It is typically used during business negotiations, joint ventures, strategic partnerships, or any situation where confidential information needs to be shared and business relationships need protection. The agreement includes provisions for data protection, permitted uses of confidential information, non-circumvention obligations, and enforcement mechanisms under South African law.

Suggested Sections

1. Parties: Identification and details of all parties to the agreement, including their registered addresses and company registration numbers if applicable

2. Background: Context of the agreement, nature of the business relationship, and purpose of sharing confidential information

3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', 'Business Opportunity', and other key terms

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and exclusions from confidential information

5. Non-Disclosure Obligations: Specific obligations regarding the protection, use, and non-disclosure of confidential information

6. Non-Circumvention Obligations: Specific provisions preventing parties from bypassing each other in business dealings or relationships

7. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

8. Security Measures: Required security measures for protecting confidential information, including digital security requirements

9. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information upon request or termination

10. Duration and Survival: Term of the agreement and which provisions survive termination

11. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief

12. General Provisions: Standard legal provisions including governing law, jurisdiction, whole agreement, and variation

Optional Sections

1. Personal Information Protection: Specific provisions for compliance with POPIA when personal information is involved in the confidential information

2. Intellectual Property Rights: Specific provisions regarding IP rights when confidential information includes patents, trademarks, or other IP

3. Digital Information Handling: Specific provisions for handling digital information and compliance with Electronic Communications and Transactions Act

4. Competition Law Compliance: Specific provisions ensuring compliance with competition laws when non-circumvention provisions are extensive

5. Cross-Border Transfers: Provisions for international transfer of confidential information when parties are in different jurisdictions

6. Mandatory Disclosure Procedures: Detailed procedures for handling mandatory disclosures required by law or regulatory authorities

7. Non-Solicitation: Additional provisions preventing parties from soliciting each other's employees or clients

8. Audit Rights: Provisions allowing audit of compliance with confidentiality obligations for high-sensitivity agreements

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of specific confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access or handle confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information

4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted purpose for which confidential information may be used

5. Appendix A - Acknowledgment Form: Form for employees or third parties to acknowledge confidentiality obligations

6. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology and Software

Manufacturing

Financial Services

Professional Services

Healthcare

Mining and Resources

Retail and Consumer Goods

Telecommunications

Real Estate and Property Development

Energy and Utilities

Construction

Biotechnology

Agriculture

Education and Training

Media and Entertainment

Relevant Teams

Legal

Business Development

Executive Leadership

Operations

Research and Development

Procurement

Sales

Strategic Planning

Finance

Information Technology

Innovation

Mergers & Acquisitions

Corporate Development

Relevant Roles

Chief Executive Officer

Business Development Manager

Chief Technology Officer

Legal Counsel

Commercial Director

Partnership Manager

Project Manager

Investment Manager

Operations Director

Research and Development Director

Procurement Manager

Strategic Alliance Manager

Sales Director

Chief Financial Officer

Innovation Manager

Mergers & Acquisitions Manager

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