Template confidentiality – project collaboration (i.f.o recipient)

DEFINITIONS

1. “Discloser” is ;
2. Discloser’s physical address is ;
3. “Recipient” is ;
4. Recipient’s physical address is ;
5. “Project” is ;
6. “Technology” is ;
7. “Parties” are the Discloser and Recipient;
8. “Confidential Information” means confidential information proprietary to the Discloser relating to the Technology that is to be disclosed for the purpose of the Project including, without limiting the generality of the aforegoing, all related secret knowledge, technical information and specifications, manufacturing techniques, systems, processes, methods of production, designs, circuit diagrams, blueprints, electronic artwork, samples, devices, formulae, know-how, information concerning materials and marketing and business information generally; and
9. “Commencement Date” means the date of signature of this undertaking by the Recipient.

PREAMBLE

10. The Discloser has in its possession certain Confidential Information that the Discloser may disclose to the Recipient, or that the Recipient may be exposed, or have access to, which Confidential Information will be used solely for the purposes of the Project and be subject to the terms and conditions in this undertaking.

NON-DISCLOSURE

11. The Recipient undertakes to maintain the confidentiality of any Confidential Information to which the Recipient may gain access after the Commencement Date, whether intentionally disclosed or inadvertently made available or exposed to the Recipient by the Discloser. The Recipient may not divulge or permit to be divulged to any person any aspect of the Confidential Information, save as may be authorised in writing by the Discloser or as may have been contemplated by the Parties and is necessary for the purpose of the Project, in which events such disclosure will be subject to the provisions of Disclosure to Personnel section.
12. The Recipient shall take all reasonable steps to prevent the Confidential Information falling into the hands of an unauthorised third party.
13. Any documents and/or material including Confidential Information which comes into the possession of the Recipient will (unless the Discloser provides its written consent to the contrary):
• not be copied, reproduced, published or circulated by the Recipient other than for those purposes as may have been contemplated by the Parties and are necessary for the purpose of the Project; and
• be surrendered to the Discloser on demand.

DISCLOSURE TO PERSONNEL

14. Notwithstanding anything contained in the Non-Disclosure section, the Recipient is entitled to disclose such aspects of the Confidential Information as may be relevant to one or more of its technically qualified employees, consultants or subcontractors, provided that the employee, consultant or subcontractor concerned:
• has a legitimate interest therein, and then only to the extent necessary for the purpose of the Project; and
• is informed by the Recipient of the confidential nature of the Confidential Information and the obligations of confidentiality to which such disclosure are subject.
15. The Recipient shall provide to the Discloser the name of each person or entity to whom any Confidential Information has been disclosed in terms of this Disclosure to Personnel section as soon as practicable after such disclosure.
16. The Recipient will procure that any person to whom it discloses any Confidential Information accepts all the obligations that that the Recipient has accepted in this undertaking as if such person had signed this undertaking.
17. The Recipient is responsible for any breach of confidentiality by any persons to whom Confidential Information has been disclosed in terms of this Disclosure to Personnel section, and indemnifies the Discloser in this regard.

USE

18. The Recipient will not use or attempt to use the Confidential Information for any purpose other than for those purposes authorised in writing by the Discloser or as may have been contemplated and is necessary for the purpose of the Project.

EXCEPTIONS

19. The obligations set out in this undertaking do not apply to information which:
• is in fact lawfully in the public domain at the Commencement Date or lawfully comes into the public domain after the Commencement Date otherwise than as a result of the conduct of the Recipient;
• is already in the possession of the Recipient at the Commencement Date and did not emanate from the Discloser; or
• becomes available to the Recipient from a party other than the Discloser not being subject to any related obligation of confidentiality in favour of the Discloser.

TERMINATION

20. The obligations accepted by the Recipient hereunder will terminate on the anniversary of the Commencement Date.

VARIATION

21. No amendment, alteration, addition, variation or consensual cancellation of this undertaking will be valid unless in writing and signed by the Parties.

WAIVER

22. No waiver of any of the terms or conditions of this undertaking will be binding for any purpose unless expressed in writing and signed by the Discloser and any such waiver will be effective only in the specific instance and for the purpose given.
23. No failure or delay on the part of the Discloser in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

LAW

24. This agreement is governed by the law of .

SEVERABILITY

25. In the event that any of the provisions of this agreement are found to be invalid, unlawful, or unenforceable such terms will be severable from the remaining terms, which will continue to be valid and enforceable.

SIGNED AT___________________________THIS________DAY OF___________________20______




_______________________________________
For: Recipient
Duly authorised