Terms and Conditions
WHEREAS the parties to this agreement agree that there is a possibility of benefit to all of the parties, as contained in the proposal/s that are to be made to you upon you completing the registration process herein to follow.
AND WHEREAS it would be in the parties’ interest to safeguard and protect the areas of, for example (but not limited to) business, trade, dealings, affairs, intellectual property, copyright and operations with regard to what is to be disclosed during the presentation to be scheduled from divulgence, discussion, dissolution etc. to all or any third party.
AND WHEREAS the parties have agreed to manage, distribute and update all information each party has in its possession in relation to the areas of business, trade, dealings, affairs, intellectual property, copyright and operations with regard to what is to be disclosed during the presentation for the combined benefit of the parties alone.
NOW THEREFORE the parties agree to arrange their formal and informal relationships with each other to the following extent and in the terms as set out hereunder:
2. NON-CIRCUMVENTION AND PASSING OFF
2.1 None of the parties shall in any way whatsoever circumvent, nor attempt to circumvent, the other parties to this agreement by disclosing any of the information contained in the presentation to be made to any other party without the express consent of all of the other parties to this agreement, which consent shall not be unreasonably withheld.
2.2 None of the parties shall in any way whatsoever attempt to pass off any of the information, business, trade, dealings, affairs, intellectual property, copyright and operations contained in the presentation as its own to any other or outside party.
3.1 The parties agree to keep completely confidential and privileged any and all areas of business, trade, dealings, affairs, intellectual property, copyright and operations with regard to what is set out in the presentation as well as the names of any party introduced by any party hereto or anyone associated with such signatories.
3.2 Information as described in clause 3.1 above, may be contained in any document, whether in hard or soft copy, film, microfiche, tape recording or digital data storage disk. The information could also be conveyed verbally to either party or its representative.
4. DISPUTE RESOLUTION
The parties shall attempt to amicably settle any and/or all disputes or disagreements emanating from this agreement and agree to not utilize the process of arbitration in the event of them being unable to amicably settle such disagreements or disputes. Each parties’ rights of recourse remains strictly reserved.
5.1 In the event of one or more of the parties failing to adhere to the terms and conditions, rights and obligations of this agreement (the breaching party/parties) and the occurrence of such breach is contained in a written notice from the innocent party/parties that is delivered to the address/addresses mentioned in clause 6 below, and said breach is not fully remedied within 7 (seven) days of delivery of such notice, the innocent party/parties shall be entitled, without prejudice to any other rights available to the innocent party/parties in law to:
5.1.1 Cancel this agreement by written notice to the breaching party/parties and claim damages from the breaching party/parties.
5.1.2 Proceed to pursue the possibility of benefit to the innocent party/parties, as contained in the proposal/s to be made.
5.2 The breaching party/parties shall in any and all ways be barred and precluded from in any way whatsoever pursuing the possibility of benefit to the breaching party/parties in respect of what is contained in the proposal/s.
Each party chooses as its/his/her domicilium citandi et executandi its/his/her the address as set out in the registration page following this agreement at which address all notices and legal process in relation to this Agreement or any action arising therefrom may be effectually delivered and served.
6.1 Any notice given by any of the parties to the other (“the addressee/addressees”) which:
6.1.1 is delivered by hand to the addressee’s domicilium citandi et executandi shall be presumed until the contrary is proved to have been received by the addressee on the date of delivery; or
6.1.2 is posted by prepaid registered post from an address with the Republic of South Africa to the addressee’s domicilium citandi et executandi shall be presume until the contrary is proved to have been received by the addressee on the 5th (fifth) day after the date of posting; or
6.1.3 is e-mailed to the e-mail address provided herein after on the date same was transmitted.
6.2 Any party shall be entitled, on written notice to all the other, to change the address of his/her domicilium citandi et executandi.
7.1 The parties undertake to do all such things as may be necessary, incidental or conducive to the implementation of the terms, conditions and import of this agreement.
7.2 This agreement constitutes the entire agreement between the parties and no other terms and conditions of whatsoever nature not contained nor recorded herein shall be of any force or effect.
7.3 No variation of the conditions of this agreement or any consensual cancellation thereof shall be of force or effect unless reduced to writing and signed by the parties.
7.4 No indulgence by any party/parties may grant to any of the other party/parties shall constitute a waiver of any of the rights of such party/parties, who shall not hereby be precluded from exercising any rights against the party/parties receiving the indulgence which may have arisen in the past or which may arise in the future.
7.5 All signatories hereto acknowledge and warrant that they have read the foregoing agreement and by their printed name and/or company name, and signature, that they have full and complete authority (if necessary) to execute the document for the name of the party for which they have given their signature and bind themselves personally if signed in an individual capacity.
7.6 Any of the parties (the terminating party) shall be entitled to terminate its continued participation to this agreement upon written notice to the other parties (the remaining parties). The remaining parties may proceed to pursue the possibility of benefit to the remaining parties, as contained in the proposal/s. The terminating party shall however in any and all ways be barred and precluded from in any way whatsoever pursuing the possibility of benefit to the terminating party in respect of what is contained in the proposal/s.
BY ACCEPTING THESE TERMS AND CONDITIONS YOU ACKNOWLEDGE THAT YOU SHALL BE BOUND BY THE NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT
And that the parties will enter into discussions regarding proposed developments and/or value adding operations, and each party can provide certain input and disclose crucial, important and professional knowledge or information, the parties therefore agree as follows:
1. All discussions negotiations, meetings and deliberations would not be disclosed to any other third party;
2. That any information that might be shared, will be privileged;
3. That none of the parties hereto may act, utilise and/or use any dispersed information except for, on behalf of this project and to the benefit of all the parties hereto only.
Throughout the contractual relationship as currently established, the parties will be required to exchange information relating in particular to the Products, their activities, their strategy and contractual relationships of each of them with third parties.
The sole objective of any exchange of information between the parties is to facilitate cooperation between them, in accordance with the object of this Agreement.
Each of the Parties agrees to maintain the confidentiality of any document, notice or information, whether of a commercial, technical, financial or other nature, made available by the disclosing party or which is confidential in nature. Furthermore, the Parties agree not to disclose such information to third parties without the prior written consent of the respective other Party, and not to reproduce such information, except for the internal use of the Party to which such information is provided, except for legal or tax reasons.
Each Party expressly undertakes to take all necessary measures to prevent the disclosure of such information to third parties, either by itself or by its agents or subcontractors, and agrees to return or give up such information to the other Party on first request by the latter. Each of the Parties must also comply with any instruction issued by the respective other Party regarding security and confidentiality.
On the termination of this Agreement, the receiver of information agrees to destroy all documents presented by the provider of the information, except for archival reasons in accordance with legal, regulatory or normative requirements.
Moreover, this non-disclosure clause must remain in effect for three years after the termination of this Agreement for any reason whatsoever, or until altered by mutual consent between the parties.
In case of infringement of this obligation, the party disclosing or publishing any information will be liable for damages suffered by the Innocent party and possible also its dealer network.
At the request of the disclosing Party, the receiving Party will promptly:
destroy or return to the disclosing Party or its nominee all documents and materials, and any copies, containing, reflecting, incorporating, or based on the Confidential Information;
erase all Confidential Information from its computer systems or stored and contained on any other media device; and
confirm in writing to the disclosing Party that it has complied with the requirements of this clause, provided that the receiving Party may retain documents and materials containing, reflecting, incorporating, or based on the Confidential Information to the extent required by law or any applicable governmental or regulatory authority, and to the extent reasonable to permit the receiving Party to keep evidence that it has performed its obligations under this Agreement.
All requests in terms of the aforegoing term / condition must be complied with within 5 Business Days.
If the receiving Party develops or uses a project, product or a process or assists in developing or using a project, product or a process which, in the reasonable opinion of the disclosing Party, might have involved the use of any of the disclosing Party's Confidential Information, the receiving Party must, at the written request of the disclosing Party, supply to the disclosing Party all information necessary to establish that the disclosing Party's Confidential Information has not been used or disclosed in order to develop or use (or assist in the development or use) of that project, product or process.