Model Non Disclosure Agreement Template for South Africa

This Model Non-Disclosure Agreement serves as a standardized template for protecting confidential information under South African law. It is designed for use in various business contexts, from preliminary discussions and due diligence to ongoing business relationships. The document incorporates essential provisions required by South African legislation, including the Protection of Personal Information Act (POPIA), and addresses key aspects such as data protection, security measures, and enforcement mechanisms. This template is particularly valuable when parties need to share sensitive business information, trade secrets, personal information, or proprietary data while ensuring legal compliance and maintaining confidentiality. The Model Non-Disclosure Agreement can be customized to suit specific business needs while maintaining its core protective features and legal enforceability within the South African jurisdiction.

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

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

3. Definitions: Detailed definitions of key terms, particularly 'Confidential Information', 'Authorized Purpose', 'Representatives', and other relevant terms

4. Interpretation: Rules for interpreting the agreement, including general principles and conventions used

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

6. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure requirements, and permitted uses of confidential information

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

8. Data Protection: Specific provisions relating to compliance with POPIA and other data protection requirements

9. Security Measures: Required security measures for protecting confidential information

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

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

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

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and amendment procedures