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Non Disclosure Non Circumvention Agreement for South Africa

Non Disclosure Non Circumvention Agreement Template for South Africa

A comprehensive legal agreement governed by South African law that combines both non-disclosure and non-circumvention provisions. It protects confidential information shared between parties while also preventing parties from bypassing each other in business dealings or directly approaching disclosed contacts. The agreement complies with South African legislation including POPIA, the Competition Act, and common law principles regarding trade secrets and confidential information. It provides mechanisms for enforcement under South African jurisdiction and includes remedies available under local law.

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What is a Non Disclosure Non Circumvention Agreement?

This Non-Disclosure Non-Circumvention Agreement is essential for business relationships in South Africa where parties need to protect both confidential information and business opportunities. It is commonly used during business negotiations, joint ventures, potential investments, or any situation where sensitive information needs to be shared while ensuring business relationships are protected. The document complies with South African legislation, including the Protection of Personal Information Act and Competition Act, while incorporating common law principles on trade secrets. It's particularly relevant for international business dealings where South African companies or individuals are involved, providing clear governance under South African law and jurisdiction. The agreement typically includes detailed provisions for both confidentiality obligations and restrictions on circumventing business relationships, with specific enforcement mechanisms suitable for the South African legal context.

What sections should be included in a Non Disclosure Non Circumvention Agreement?

1. Parties: Identification of the parties entering into the agreement, including their full legal names, registration numbers, and physical addresses

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

3. Definitions: Definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Circumvention'

4. Confidentiality Obligations: Core obligations regarding the protection, non-disclosure, and restricted use of confidential information

5. Non-Circumvention Obligations: Provisions preventing parties from bypassing each other in business dealings or directly approaching disclosed contacts

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

7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

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

9. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and variation

What sections are optional to include in a Non Disclosure Non Circumvention Agreement?

1. Data Protection Compliance: Specific provisions addressing POPIA compliance when personal information is involved

2. Electronic Communications: Provisions regarding electronic transmission of confidential information and compliance with ECTA

3. Non-Solicitation: Additional restrictions on soliciting employees or customers, if relevant to the business relationship

4. Publicity and Announcements: Restrictions on public statements about the relationship or agreement

5. Independent Contractor Relationship: Clarification that the agreement does not create any partnership or agency relationship

6. Assignment and Subcontracting: Provisions regarding the ability to transfer rights or obligations under the agreement

What schedules should be included in a Non Disclosure Non Circumvention Agreement?

1. Schedule 1 - Confidential Information: Detailed description or categories of information considered confidential under the agreement

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Permitted Purpose: Detailed description of the specific business purpose for which confidential information may be used

4. Schedule 4 - Security Measures: Specific security protocols and measures required for protecting confidential information

5. Schedule 5 - Protected Business Relationships: List of specific business relationships, contacts, or opportunities protected by non-circumvention provisions

Authors

Alex Denne

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

Jurisdiction

South Africa

Publisher

Ƶ

Cost

Free to use

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