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A Non-Disclosure Agreement is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. This agreement has a specific focus on joint ventures.

This Non-Disclosure Agreement is a legally binding contract that establishes a confidential relationship. It is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties, typically to protect any type of confidential and proprietary information or trade secrets. As such, an NDA protects non-public business information.

Example uses of this document:

A non-disclosure agreement can protect any type of information that is not generally known. The non-disclosure agreement typically only requires the receiving party to maintain information in confidence when that information has been directly supplied by the disclosing party. However, it is sometimes easier to get a receiving party to sign a simple agreement that is shorter, less complex and does not contain safety provisions protecting the receiver.

Agreement contents

Some common issues addressed include:

• outlining the parties to the agreement;
• the definition of what is confidential;
• the disclosure period – information not disclosed during the disclosure period is not deemed confidential;
• the exclusions from what must be kept confidential. Typically, the restrictions on the disclosure or use of the confidential data will be invalid if
  • the recipient had prior knowledge of the materials;
  • the recipient gained subsequent knowledge of the materials from another source;
  • the materials are generally available to the public;
  • the term and conditions (in years) of the confidentiality, i.e. the time period of confidentiality;
  • the term (in years) the agreement is binding;
  • description of the actions need to be done with the confidential materials upon agreement ending;

Draftsman

This document was written for Agreements.org by a Senior Attorney (Admitted in the High Court) with more than 18 years’ experience. It complies with current South African law.