This non-disclosure agreement (“Agreement”),
dated as of the submission time in the electronic form below is made between
the user of the www.maru.africa site who is the provider of the professional
services (“DigiPreneur”) and the user of such professional services (“Client”).
For the purposes of enabling the DigiPreneur to
provide the professional services to the Client, the Client has agreed to
provide the DigiPreneur with written and oral information (“Confidential
Information”) concerning the project which the DigiPreneur is to complete
(“Project”) subject to the terms of this Agreement.
The parties agree as follows:
1. The Confidential Information shall be kept in
strict confidence by the DigiPreneur and shall not be used, without the Client’s
prior written consent, for any purpose other than in connection with the
completion of the Project. The Confidential Information shall not be disclosed
to any persons other than those Representatives (as defined below) who have a
need to know. “Representatives” shall mean the affiliates, directors, officers,
employees, professional advisers and agents of the DigiPreneur. The DigiPreneur
shall inform its Representatives of the confidential nature of the Confidential
Information and shall direct its Representatives to hold the Confidential
Information in strict confidence.
2. The restrictions in paragraph 1 shall not
apply to any information which: (a) is or becomes generally available to the
public through no violation of this Agreement; (b) was available to the DigiPreneur
on a non-confidential basis prior to its disclosure to the DigiPreneur by the Client;
(c) becomes available to the DigiPreneur on a non-confidential basis from a
source other than the Client provided that such source is not bound by an
Agreement with the Client; or (iv) is required to be disclosed to any court,
regulatory authority, other governmental authority or pursuant to any
requirement of law.
3. At the request of the Client, the DigiPreneur
shall return all Confidential Information received from the Client and shall
not retain any copies of, or other reproductions or extracts of, the
Confidential Information, except as it may retain in accordance with prudent
business practices (any retained material shall remain subject to the provisions
of this Agreement without any time limit).
4. The DigiPreneur acknowledges and agrees that
the Client is not making any representation or warranty, express or implied, as
to the accuracy, correctness or completeness of the Confidential Information.
The DigiPreneur agrees that neither the Client nor any of its affiliates,
directors, officers, employees, professional advisors or agents shall have
liability to the DigiPreneur resulting from the use of the Confidential
Information by the DigiPreneur or the Representatives.
5. Notwithstanding any other remedies which may
be available to the Client, the DigiPreneur indemnifies and must keep the Client
indemnified against any loss or expense suffered or incurred by the Client
directly or indirectly in connection with or arising out of or as a result of
the breach by the DigiPreneur or its Representatives of any of the terms of
6. This Agreement is governed by and shall be
construed in accordance with the laws of the Republic of South Africa and the
parties irrevocably submit to the non-exclusive jurisdiction of the courts of
the Republic. The duration of this Agreement is 12 (twelve) months from the
date of this Agreement.
7. This Agreement shall not be amended or
modified, and none of the provisions shall be waived, except in writing signed
on behalf of the parties or, in the case of a waiver, on behalf of the party
making the waiver.
This Agreement relates to the confidentiality
agreed upon for the project:
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