WHEREAS, Top Compliance (Pty) Ltd has developed through substantial effort, research, time, copyrightable training material for its training purposes.
WHEREAS, Top Compliance (Pty) Ltd desires to disclose information on a confidential basis to the RECIPIENT solely for the purposes of evaluating the information for possible future business arrangements, research and to aid in learning; and
WHEREAS, Top Compliance (Pty) Ltd wishes to maintain the confidentiality of the information and the protection of her intellectual property rights.
The following words and terms used in the Agreement shall have the meaning given to them by the Definitions contained in this section:
“Confidential information” shall mean any information or data relating to the OWNER’s business or affairs.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
- OWNER agrees to disclose INFORMATION to RECIPIENT to facilitate possible future business dealings between the parties.
- RECIPIENT agrees to receive such INFORMATION and to refrain from copying, disclosing, using, selling, or offering for sale any and all said INFORMATION, other than at the request of OWNER. RECIPIENT agrees to keep confidential and refrain from disclosing any and all the INFORMATION, and to take all necessary and reasonable steps to prevent unauthorized disclosure or use of any and all the INFORMATION.
- All documents or materials constituting the INFORMATION and all reproductions thereof shall always remain the sole property of OWNER and shall promptly be returned by RECIPIENT upon request.
- This Agreement shall remain in force in spite of disclosure of the INFORMATION by OWNER in the form of patent applications, copyright applications, or other disclosures by OWNER.
- Except for the express written consent of Top Compliance (Pty) Ltd, the recipient agrees:
- Not to use or disclose to another person or entity any confidential information, in whole or in part.
- Not to make, or cause to be made, any copies, facsimiles or other reproductions including data files or any documents containing confidential information of OWNER; and
- To use all the other reasonable means to maintain the secrecy and confidentiality of the confidential information of OWNER.
- The recipient further agrees, at the request of Top Compliance (Pty) Ltd:
- To immediately return to OWNER all the items in the possession of RECIPIENT which relate, or which disclose in whole or in part any confidential information of OWNER; and
- To refrain from using or disclosing to any other person or entity any confidential information of OWNER.
Title, Copyright and Ownership Assignment
- Even if RECIPIENT makes their own contributions to the document, this cannot be used to generate income.
- RECIPIENT hereby acknowledges that OWNER shall retain all right, title, and interest in all trademarks, trade dress, and good will that results from the INFORMATION or any use or offer to sell thereof.
COVENANT NOT TO SUE
RECIPIENT shall not institute any action or suit at law or in equity against OWNER, nor institute, prosecute or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action arising out of the INFORMATION or any INTELLECTUAL PROPERTY thereof, including but not limited to, claim, demand, action, or cause of action for invalidating any INTELLECTUAL PROPERTY of OWNER.
DAMAGES AND SPECIFIC PERFORMANCE
RECIPIENT agrees that should RECIPIENT breach any of the promises contained in this Agreement that OWNER would suffer irreparable harm and OWNER would be without adequate remedy at law and that OWNER may obtain injunctive relief, including specific performance of the Agreement, as well as monetary award for damages suffered by OWNER for RECIPIENT’S breach of this Agreement.
Should a court of competent jurisdiction find that any portion of this Agreement is invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall use reasonable efforts to substitute a valid, legal, and enforceable provision that implements purposes of the provision so held invalid, illegal, or unenforceable to any extent permissible under the law.
MERGE/MODIFICATION IN WRITING
RECIPIENT agrees that this Agreement shall supersede all prior agreements and shall not be modified by either party except in writing or by agreement between both parties. Notwithstanding this paragraph, RECIPIENT shall honour all prior obligations concerning confidentiality of OWNER’S confidential INFORMATION.