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COMETSA NDA Form

The COMETSA Non-Disclosure Agreement (NDA) and Memorandum of Understanding (MoU) forms are the basis on which the Professional Service Providers enter into commercial agreements with COMETSA GoC International (Pty) Ltd. The NDA is there to protect the intellectual properties of the two organizations, whereas the MoU is the declaration of the intention to enter into business relationship for commercial interest.

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COMETSA NDA Form

  1. 1. CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT Made and entered into by and between COMETSAGoC International (Pty) Ltd Registration Number: 2014/231808/07 Herein represented by: Samuel Patjane Tsima He is duly authorised thereto (hereinafter referred to as “COMETSA”) and Company Name: Registration Number: Herein represented by: S/He is duly authorised thereto (hereinafter referred to as…………………………………………)
  2. 2. 2 COMETSA GoC International (Pty) Ltd, Registration Number 2014/231808/07), COMETSA HOUSE, 13 SOMER STREET, KLOPPER PARK, ISANDO, GERMISTON, 1601, PO BOX 1126 ISANDO 1601, SOUTH AFRICA, TEL +27 11 974 9308 FAX +27 11 974 5612, EMAIL: callcentre@Cometsa-GoC.com ; www.Cometsa-GoC.com 1. INTRODUCTION 1.1 For the purpose of this Agreement, the party disclosing confidential information shall be referred to as “the disclosing party” and the party receiving confidential information shall be referred to as “the receiving party”. 1.2 COMETSA and ______________________________________________________ are entering into discussion of a confidential nature relating to exchange of brand and product information and client contact details. 1.3 The parties wish to record the terms and conditions upon which they are prepared to disclose confidential information to one another. 1.4 The parties hereby record that the terms and conditions of this agreement shall apply for an indefinite period. 2. THE CONFIDENTIAL INFORMATION “Confidential information” shall, for the purpose of this Agreement, include without limitation any client information, technical, commercial and scientific information, know-how, annual financial statements, trade secrets, processors, machinery, designs, drawings, technical specifications and data in whatever form, communicated to the receiving party or required by the receiving party from the disclosing party during the course of discussions contemplated in 1.2 above. 3. DISCLOSURE OF CONFIDENTIAL INFORMATION 3.1 The parties agree to disclose the confidential information to one another to the extend as may be required to progress discussions relating to proposed business opportunities. 3.2 The parties acknowledge that the confidential information is a valuable, special, secret and unique asset proprietary to the disclosing party. 3.3 The parties agree that they will not, during the course of their discussions with one another or thereafter into perpetuity, disclose the confidential information to any third party for any reason or purpose whatsoever without the prior written consent of the disclosing party, save in accordance with the provisions of this Agreement. 3.4 Notwithstanding anything to the contrary contained in this Agreement, the parties agree that the confidential information may be disclosed by the receiving party to its professional advisors, agents and consultants on a need-to-know basis; provided that the receiving party takes whatever steps are necessary to procure that such professional advisors, agents and consultants agree to abide by the terms of this Agreement to prevent the unauthorised disclosure of the confidential information to third parties.
  3. 3. 3 COMETSA GoC International (Pty) Ltd, Registration Number 2014/231808/07), COMETSA HOUSE, 13 SOMER STREET, KLOPPER PARK, ISANDO, GERMISTON, 1601, PO BOX 1126 ISANDO 1601, SOUTH AFRICA, TEL +27 11 974 9308 FAX +27 11 974 5612, EMAIL: callcentre@Cometsa-GoC.com ; www.Cometsa-GoC.com 3.5 The receiving parties agrees: 3.5.1 not to utilise, exploit or in any other manner whatsoever use the confidential information disclosed pursuant to the provisions of this Agreement for any purpose, whatsoever otherwise than as contemplated in this Agreement, without the prior written consent of the disclosing party; 3.5.2 that the unauthorised disclosure of the confidential information to a third party may cause irreparable loss, harm and damage to the disclosing party. Accordingly the receiving party indemnifies and holds the disclosing party harmless against any loss, action, expense, claim, harm or damage of whatever nature suffered or sustained by the disclosing party pursuant to a breach by the receiving party of the provisions of this Agreement. 4. RESTRICTIONS ON DISCLOSURE ANDUSE OF THE CONFIDENTIAL INFORMATION 4.1 The receiving party undertakes not to use the confidential information for any purpose other than: 4.1.1. that for which it is disclosed; and; 4.1.2. in accordance with the provisions of this Agreement. 5. STANDARD OF CARE The parties agree that they shall protect the confidential information disclosed pursuant to the provisions of this Agreement, using the same standard of care that each party applies to safeguard its own proprietary, secret or confidential information and that the information shall be stored and handled in such a way as to prevent any authorised disclosure thereof. 6. RETURN OF MATERIAL CONTAINING PERTAINING TO THE CONFIDENTIAL INFORMATION 6.1 The disclosing party may at any time request the receiving party to return any material containing, pertaining to or relating to confidential information disclosed pursuant to the terms of this Agreement, and may in addition request the receiving party to furnish a written statement to the effect, that upon such return, the receiving party has not retained in its possession or under its control either directly or indirectly any such material. 6.2 As an alternative to the return of the material contemplated in 6.1 above, the receiving party shall at the instance of the disclosing party, destroy such material and furnish the disclosing party with a written statement to the effect that all such material has been destroyed. 6.3 The receiving party shall comply with the request in terms of clause 6, within 7 (seven) days of receipt of such request.
  4. 4. 4 COMETSA GoC International (Pty) Ltd, Registration Number 2014/231808/07), COMETSA HOUSE, 13 SOMER STREET, KLOPPER PARK, ISANDO, GERMISTON, 1601, PO BOX 1126 ISANDO 1601, SOUTH AFRICA, TEL +27 11 974 9308 FAX +27 11 974 5612, EMAIL: callcentre@Cometsa-GoC.com ; www.Cometsa-GoC.com 7. RESTRICTIONS ON DISCLOSUREAND USE OF THE CONFIDENTIAL INFORMATION 7.1 The obligations of the parties pursuant to the provision of this Agreement shall not apply to any confidential information that: 7.1.1. is known to, or in the possession of, the receiving party prior to the disclosure thereof to the disclosing party; 7.1.2. is, or becomes publicly known otherwise than pursuant to breach of this Agreement by the receiving party; 7.1.3. is disclosed by the receiving party to satisfy the order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances the receiving party shall advise the disclosing party to take whatever steps it deems necessary to protect its interest in this regard; provided further that the receiving party will disclose only that portion of the information which it is legally required to disclose and the receiving party will use its reasonable endeavours to protect the confidentiality of such information to the widest extent possible in the circumstances; 7.1.4. is disclosed to a third party pursuant to the prior written authorisation of the disclosing party; 7.1.5. is received from a third party in circumstances that do not result in a breach of the provisions of this Agreement. 8. ARBITRATION 8.1 Any dispute arising from or in connection with this contract shall be finally resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa (“AFSA”), by an arbitrator who is is agreed to between the parties, or failing agreement within 7 (seven) days of the dispute arising, an arbitrator or arbitrators appointed by the president of AFSA. . 8.2 Nothing in this clause shall prevent any party from obtaining urgent and interim relief in the court spending the outcome of the arbitration.
  5. 5. 5 COMETSA GoC International (Pty) Ltd, Registration Number 2014/231808/07), COMETSA HOUSE, 13 SOMER STREET, KLOPPER PARK, ISANDO, GERMISTON, 1601, PO BOX 1126 ISANDO 1601, SOUTH AFRICA, TEL +27 11 974 9308 FAX +27 11 974 5612, EMAIL: callcentre@Cometsa-GoC.com ; www.Cometsa-GoC.com 9. RESTRICTIONS ON DISCLOSURE ANDUSE OF THE CONFIDENTIAL INFORMATION 9.1 Each party represents and warrants that it has the authority necessary to enter into this Agreement, and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 9.2 The disclosing party warrants that: 9.2.1. disclosure of the information to the receiving party will not result in a breach of any other Agreement to which it is a party; 9.2.2. disclosure will, to the best of its knowledge and belief, not infringe the rights of any third party, and the disclosing party hereby indemnifies and holds the receiving party harmless against any liability for third party claims on such a basis. 10. AMENDMENTS No amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced to writing and signed by, or on behalf of the parties. 11. ENFORCEMENT A Failure to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision and shall not affect either the validity of this Agreement, or any part hereof, or the right of any part to enforce the provisions of this Agreement. 12. ENTIRE AGREEMENT This Agreement contains the entire Agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior Agreements between the parties, whether written or oral, with respect to the subject matter of this Agreement. 13. GOVERNING LAW This Agreement, and the relationship of the parties in connection with the subject matter of this Agreement, shall be governed and determined in accordance with the laws of the Republic of South Africa. 14. JURISDICTION The parties hereby submit themselves to the jurisdiction of the South Gauteng Division of the Supreme Court of South Africa.
  6. 6. 6 COMETSA GoC International (Pty) Ltd, Registration Number 2014/231808/07), COMETSA HOUSE, 13 SOMER STREET, KLOPPER PARK, ISANDO, GERMISTON, 1601, PO BOX 1126 ISANDO 1601, SOUTH AFRICA, TEL +27 11 974 9308 FAX +27 11 974 5612, EMAIL: callcentre@Cometsa-GoC.com ; www.Cometsa-GoC.com 15. POSTAL ADDRESS Any written notice in connection with this Agreement may be addressed: In the case of COMETSA to: 13 Somer Street Klopper Park Isando 1601 And shall be marked for the attention of, Mr Sam Tsima. In the case of __________________________________________________ to: __________________________________________________________________ __________________________________________________________________ _________________________________________________________________ And shall be marked for the attention of _________________________________ 15.2 The notice shall be deemed to have been duly given: 15.2.1. 7 (seven) days after posting and posted by registered post to the party’s address in terms of this sub-clause; 15.2.2. on delivery, if delivered to the party’s physical address in terms of this sub-clause, the next sub-clause dealing with service of legal documents; 15.2.3. on dispatch, if sent to the party’s then telefax number and confirmed by registered letter, posted no later than the next business day; unless the addressor is aware at the time the notice would otherwise be deemed to have been given, that the notice is unlikely to have been received by the addressee, to no act or omission of the addressee. 15.3 A party may change that party’s address for this purpose by notice in writing to the other party. No notice shall be necessary in respect of a new, or changed, telefax number.
  7. 7. 7 COMETSA GoC International (Pty) Ltd, Registration Number 2014/231808/07), COMETSA HOUSE, 13 SOMER STREET, KLOPPER PARK, ISANDO, GERMISTON, 1601, PO BOX 1126 ISANDO 1601, SOUTH AFRICA, TEL +27 11 974 9308 FAX +27 11 974 5612, EMAIL: callcentre@Cometsa-GoC.com ; www.Cometsa-GoC.com Signed at ___________________ on this _______ day of the month of __________________ 20____. For and on behalf of For and on behalf of _________________________________ COMETSA GoC International (Pty) Ltd Representative: Representative: SamuelPatjane Tsima Signature Signature Date Date

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The COMETSA Non-Disclosure Agreement (NDA) and Memorandum of Understanding (MoU) forms are the basis on which the Professional Service Providers enter into commercial agreements with COMETSA GoC International (Pty) Ltd. The NDA is there to protect the intellectual properties of the two organizations, whereas the MoU is the declaration of the intention to enter into business relationship for commercial interest.

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