Non Disclosure And Restricted Use Agreement for South Africa

Non Disclosure And Restricted Use Agreement Template for South Africa

A comprehensive legal agreement governed by South African law that combines traditional non-disclosure provisions with specific use restrictions for confidential information. The document incorporates requirements from the Protection of Personal Information Act (POPIA) and South African common law principles regarding trade secrets. It defines the scope of confidential information, permitted uses, security measures, and obligations of the receiving party, while providing robust protection mechanisms and remedies under South African jurisdiction.

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What is a Non Disclosure And Restricted Use Agreement?

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.

What sections should be included in a Non Disclosure And Restricted Use Agreement?

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

What sections are optional to include in a Non Disclosure And Restricted Use 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

What schedules should be included in a Non Disclosure And Restricted Use Agreement?

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

Authors

Alex Denne

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

Jurisdiction

South Africa

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology

Financial Services

Manufacturing

Healthcare

Biotechnology

Mining

Energy

Professional Services

Research & Development

Telecommunications

Retail

Education

Construction

Agriculture

Automotive

Pharmaceuticals

Relevant Teams

Legal

Compliance

Information Security

Research and Development

Business Development

Corporate Development

Risk Management

Operations

Human Resources

Procurement

Executive Leadership

Information Technology

Finance

Innovation

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Compliance Officer

Business Development Manager

Project Manager

Research Director

Chief Technology Officer

Information Security Officer

Chief Financial Officer

HR Director

Procurement Manager

Innovation Manager

Corporate Development Director

Risk Manager

Operations Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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