The Non-Disclosure and Restricted Use Agreement is essential for businesses operating in South Africa who need to protect their confidential information while sharing it with third parties. This document is particularly relevant in light of South Africa's Protection of Personal Information Act (POPIA) and common law framework for protecting trade secrets. It should be used when parties need to share sensitive information during business negotiations, due diligence processes, or collaborative projects, but want to maintain strict control over how that information is used and disclosed. The agreement goes beyond standard confidentiality provisions by specifically restricting how the receiving party can use the information, making it particularly suitable for technology licensing, joint ventures, and strategic partnerships where the use of proprietary information needs to be carefully controlled.
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1. Parties: Identification of the disclosing and receiving parties, including registration details and addresses
2. Background: Context of the agreement, purpose of sharing confidential information, and nature of the business relationship
3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
6. Permitted Use: Specific permitted purposes and restrictions on the use of confidential information
7. Security Measures: Required security measures for protecting confidential information, including compliance with POPIA
8. Representatives and Disclosure: Rules regarding disclosure to employees, advisors, and other permitted representatives
9. Return or Destruction: Requirements for returning or destroying confidential information upon request or termination
10. Duration and Termination: Term of the agreement and survival of obligations post-termination
11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
12. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Export Control: Include when confidential information is subject to export control regulations
2. Intellectual Property Rights: Include when specific IP rights need to be addressed separately from confidentiality obligations
3. Data Protection Compliance: Detailed POPIA compliance section when personal information is involved
4. Non-Solicitation: Include when there's a need to prevent poaching of employees or clients
5. Publicity Restrictions: Include when specific restrictions on public announcements or marketing are needed
6. Audit Rights: Include for high-sensitivity agreements where compliance verification is necessary
7. Insurance Requirements: Include when specific insurance coverage for data protection is required
8. Competition Law Compliance: Include when information sharing could raise competition law concerns
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for information protection
4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted use and specific project scope
5. Appendix A - Data Processing Terms: POPIA-compliant data processing terms when personal information is involved
6. Appendix B - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
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