ºÚÁÏÊÓƵ

The Supplier Confidentiality Agreement is essential for businesses operating in South Africa that need to share sensitive information with their suppliers while maintaining legal protection. This document is typically used before engaging in detailed discussions with potential or existing suppliers where confidential information needs to be disclosed. It ensures compliance with South African legislation, including POPIA for personal information protection, PAIA for information access, and common law principles protecting trade secrets. The agreement should be put in place before any sensitive information is shared and covers various types of confidential information including technical specifications, business strategies, customer data, pricing information, and intellectual property. It's particularly important given South Africa's developing data protection landscape and the need for clear contractual protections in supplier relationships.

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the supplier), including full legal names and registration details

2. Background: Context of the relationship between parties and purpose of sharing confidential information

3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

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

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

7. Security Measures: Required security measures for protecting confidential information, including physical, electronic, and procedural safeguards

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

9. Duration and Survival: Term of the agreement and survival of obligations after termination

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

11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement