Ariella Murahwa anticipates that in the in the course of its interactions with Users and provision of services both parties may disclose confidential information to each other. If the Confidential Information so discussed is disclosed by the Receiving Party for any purpose other than it is authorized for in terms of this statement or is disseminated by the Receiving Party to another person or entity which is not party to the terms of this statement, this is likely to cause the other Party to suffer damages and material financial loss.
The Parties have accordingly agree to enter into a Confidentiality & Non-Disclosure Agreement, in the absence of which, neither party would have disclosed Confidential Information to the other party.
It is specifically recorded that the Parties client bases will remain the exclusive property of the Parties and both Parties undertakes that neither it, its employees, associates, or assigns, will approach any of the Parties clients directly or indirectly in any manner which may damage the relationship between the Parties and their clients, or which may in any way reduce business dealings with the Parties and their clients, or have a detrimental effect on the income of Parties.
The Parties undertake in the dealings with one another to observe the utmost good faith and not to do anything, nor to refrain from doing anything, and to do the utmost to have any other Parties do or not do as the case might be, anything which might prejudice the rights or benefits of the other in terms of this Agreement, and shall not in any way attempt to circumvent the terms and conditions of this Agreement.
Each party shall irrevocably and unconditionally undertake to:
- to treat the other Parties Confidential information as private and confidential and will safeguard it as it would safeguard his own.
- to take all such steps as may be reasonably necessary to prevent Confidential Information falling into the hands of unauthorized persons or entities.
- not to use the Confidential Information in any way to procure commercial advantage for itself or for any person or entity over the other Party.
- to limit the release and access of such Confidential Information only to those representatives’ independent professional advisors who reasonably require the same for purposes herein stated each party shall procure that all representatives and professional advisors receiving any Confidential Information will sign and undertake on the same terms and conditions as those set out herein and will fully comply with such undertakings.
- that the Confidential Information received by either Party shall be received and used the Receiving Parties only for the sole purposes of implementing this Agreement or terms and no other reason whatsoever.
- that the Confidential Information should not be reproduced or copied in any way or form without the prior consent and approval of the Disclosing Party, any copies made will remain the property of the Disclosing Party
- to promptly return to the Disclosing Party and all documents of whatsoever nature or kind pertaining to the Disclosing Party, or its subsidiaries, related parties or companies.
- in the event that either Parties or its representatives or affiliates are compelled or required by law to disclose any Confidential Information, each Party will ensure that (prior to the disclosure of the Confidential Information and to the satisfaction of the other Party) provided with prompt notice of such request or requirement, full details of the Confidential Information disclosed and copies of any documentation in regard to thereto, whether written, electronic or in any other format, in order to allow the Party in its sole discretion to seek appropriate relief from all or part order of such request.
- neither Party will be obliged reason of this Agreement to disclose, any of its Confidential Information to the other Party to enter into any further business relationships or agreement with the other Party.
- each Party shall retain the sole an exclusive ownership of Intellectual Party rights to its Confidential Information and no license or any other interest in said Confidential Information is granted in terms or by reasons of its disclosure.
The Parties agree that irreparable loss, harm and knowledge would occur if any of the undertakings recorded therein were not fully complied with its specific terms or were otherwise breached. Accordingly each Party hereby indemnifies the other Party against any loss, expense claim, harm, damage or whatsoever nature including consequential damage which it may suffer as a result of a breach of the Provisions of this Agreement by a Party of this Agreement;
This indemnity shall be without prejudice to the right owner of the Confidential Information to apply for and be granted an order for specific performance, in addition to any remedy which it may be entitled to in law.
Each party will bear and pay its own legal costs and expenses and incidental to the negotiations, drafting or preparation of this Agreement.
In consideration of the disclosure of Confidential Information by the Disclosing Party, the Receiving Party hereby agrees:
to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information(including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Confidential Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Confidential Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Confidential Information is disclosed or who have access to Confidential Information sign a non-disclosure or similar agreement in content substantially similar to this Agreement Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by its prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.
Immediately upon the written request of the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof, save that where such Confidential Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.
The Receiving Party understands that nothing herein (i) requires the disclosure of any Confidential Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship. Each party further acknowledges and confirms to the other party that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by either party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Confidential Information made available to the other party or its advisers; it is responsible for making its own evaluation of such Proprietary Information. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected.
Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made by this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect thereto.