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NON-DISCLOSURE AGREEMENT

entered into between:

Prism Payment Technologies (Pty) Ltd


(Registration Number: 1990/005062/07)
(hereinafter referred to as Prism)

and

_____________________________________________________
(Registration Number: ________________________)
(hereinafter referred to as the Counterparty)

WHEREAS
I. The Parties intend to enter into discussions for the Interface Specification for the STS security modules.

II. These discussions will require the disclosure of Confidential Information by both Parties.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

1. INTERPRETATION AND DEFINITIONS


The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not
be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. In this
Agreement, unless a contrary intention clearly appears
1.1 words importing
1.1.1 any one gender include the other gender;
1.1.2 the singular include the plural and vice versa; and
1.1.3 natural persons include created entities (corporate or non-incorporate) and vice versa;
1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have
corresponding meanings, namely
1.2.1 Affiliate means with respect to any entity, any other entity which
1.2.1.1. is a subsidiary or a holding company or a subsidiary of the holding company of such entity and in regard to
which the terms subsidiary and holding company shall have the meaning assigned thereto in
section 1 of the Companies Act (Act 71 of 2008, South Africa), as may be amended from time to time,
provided that it shall also include any foreign entity which, had it been registered in terms of that Act, would
fall within the ambit of such term; and/or
1.2.1.2. controls, is controlled by or is under common control with such entity and in regard to which the term
control shall include control of any entity through any voting pool or other arrangement, the right to the
exercise of voting rights, directly or indirectly, resulting in effective control of any entity and/or control of its
management, and/or the right to appoint the majority of the members of the board of directors of any entity;
1.2.2 this Agreement means this written document together with all written appendices, annexures, exhibits or
amendments attached to it from time to time;
1.2.3 Confidential Information shall include, without limitation, any product, financial, technical, commercial,
scientific information and specifications, know-how, trade secrets, plans, processes and procedures,
marketing techniques, information pertaining to market conditions, marketing and business information
generally, business sources and contacts and data in whatever form, and other material of whatever
description which, by its nature or content, is or ought to be reasonably identifiable as confidential and/or
proprietary to the Discloser or which is provided or disclosed in confidence, and which the Discloser or any
person acting on behalf of the Discloser may disclose or provide to the Recipient or which may come to the
knowledge of the Recipient by whatsoever means, whether or not it is marked as being confidential,
restricted or proprietary or any similar designation. In the case of Prism, Confidential Information shall
include any of the aforegoing disclosed in relation to or by Prisms Affiliates and/or any entity in which Prism or
its Affiliates hold a direct or indirect interest;
1.2.4 the Discloser means the Party disclosing Confidential Information to the Recipient. In the case of Prism,
the Discloser shall include Prisms Affiliates and/or any entity in which Prism or its Affiliates hold a direct or
indirect interest;
1.2.5 Disclosing Purpose means the discussions referred to in the recitals and any agreement that may be
concluded by the Parties as a consequence thereof;
1.2.6 Effective Date means 05 December2014;
1.2.7 Recipient means the Party receiving Confidential Information from the Discloser;
1.2.8 Representative means any employee, shareholder, partner, member, director, officer, agent or Affiliate of a
Party or any entity in which a Party or its Affiliates hold a direct or indirect interest;
1.2.9 the Parties means Prism and the Counterparty, and the term Party means any one of them, as the
context requires; and
1.2.10 Signature Date means the date on which this Agreement is signed by the last Party to do so;
1.3 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party,
notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision
in the body of this Agreement;
1.4 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and
inclusively of the last day unless the last day falls on a Saturday, Sunday or public holiday, in which case the last
day shall be the next succeeding day which is not a Saturday, Sunday or public holiday;
1.5 where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall
prevail; and
1.6 expressions defined in this Agreement shall bear the same meanings in schedules or annexes to this Agreement
which do not themselves contain their own definitions.

2. DURATION
This Agreement shall come into force on the Effective Date, notwithstanding the Signature Date, and shall remain in
force and effect for a period of 2 (two) years, whether or not an agreement is eventually concluded between the
Parties as a consequence of the discussions referred to in the recitals. Notwithstanding the aforegoing, the
Recipients duty to safeguard the Disclosers Confidential Information disclosed prior to the date of termination and
the prohibition on disclosing such Confidential Information, continues indefinitely and shall survive termination of this
Agreement.

3. DISCLOSURE
3.1 The Parties acknowledge that the Confidential Information is a valuable, special and unique asset proprietary to
the Discloser and any unauthorised disclosure thereof will result in irreparable damage being suffered by the
Discloser.
3.2 The Parties agree that they shall protect the Confidential Information disclosed pursuant to the provisions of this
Agreement using the same standard of care that each Party applies to safeguard its own proprietary, secret or
confidential information.
3.3 The Parties agree that they will not, during the course of their discussions with one another or thereafter, disclose
the Confidential Information to any third party for any reason or purpose whatsoever without the prior written
consent of the Discloser, save in accordance with the provisions of this Agreement.

4. OBLIGATIONS OF THE RECIPIENT


4.1 The Recipient shall
4.1.1 use the Confidential Information only for the Disclosing Purpose;
4.1.2 treat and safeguard the Confidential Information as private and confidential; and
4.1.3 ensure proper and secure handling and storage of all Confidential Information so as to prevent any
unauthorised disclosure thereof.
4.2 The Recipient shall specifically not, without the prior written consent of the Discloser
4.2.1 disclose or reveal the Confidential Information, the fact that discussions are taking, or have taken, place
between the Parties, the content of any such discussions or other facts relating to the Disclosing Purpose, to
any other person or party whatsoever, other than Representatives of the Recipient, who are in each case

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required, in the course of their duties, to receive and consider the same for the Disclosing Purpose. The
Recipient shall, both before and after the disclosure of any Confidential Information, the fact that discussions
are taking, or have taken, place between the Parties, the content of any such discussions or other facts
relating to the Disclosing Purpose to any of its Representatives, inform such Representative of, and take all
practical steps to impress upon him or it, the secret and confidential nature thereof and the Recipient's
obligations under this Agreement. The Recipient shall be responsible for procuring that its Representatives
abide by the provisions of this Agreement and the confidentiality undertakings given to the Discloser by the
Recipient in this Agreement. The Recipient shall be responsible for any breach of the terms of this Agreement
by any of its Representatives;
4.2.2 use the Confidential Information to trade in competition with the Discloser;
4.2.3 use the Confidential Information to its own financial or commercial benefit;
4.2.4 use the Confidential Information to solicit or entice away or endeavour to solicit or entice away any suppliers,
customers, licensees or Representatives of the Discloser, either to join the Recipient or for any other purpose;
4.2.5 in any way force the Discloser to be obliged to disclose, reveal or exchange any information to the Recipient;
4.2.6 create the impression with or lead any third party to interpret or construe any condition contained in this
Agreement, that this Agreement is an agency agreement and/or partnership agreement and/or a joint venture
and/or any other similar arrangement;
4.2.7 allege that this Agreement grants it, either directly, or by implication, or by estoppel or otherwise a license
under any patent or patent application; or
4.2.8 utilise the Confidential Information in any way contrary to the stipulations contained in this Agreement.
4.3 Nothing in this Agreement shall prohibit the Recipient from utilising and/or divulging Confidential Information or
any part of it which
4.3.1 was lawfully in its possession at the time of receipt;
4.3.2 was at the time of receipt part of the public domain or lawfully thereafter became part of the public domain;
4.3.3 was lawfully received from a third party entitled to possess and disclose that information;
4.3.4 it was entitled to use as permitted in terms of the provisions of this Agreement;
4.3.5 was developed independently (without the need for reference to Confidential Information received from the
Discloser) by the Recipient;
4.3.6 is required to be furnished by law, or by existing contract, or by any stock exchange rules and regulations on
which the shares are listed, as the case may be; provided that in these circumstances, the Recipient shall
advise the Discloser in writing prior to such disclosure to enable the Discloser to take whatever steps it deems
necessary to protect its interests in this regard; that the Recipient will disclose only that portion of the
information which it is legally required to disclose and that the Recipient will use its reasonable endeavours to
protect the confidentiality of such Confidential Information to the widest extent possible in the circumstances;
or
4.3.7 the Recipient shall require in order to pursue any legal remedy available to it;
provided that
4.3.8 the onus shall at all times rest on the Recipient to establish that the information falls within such exclusions;
4.3.9 the Confidential Information so disclosed will not be deemed to be within the foregoing exclusions merely
because such information is embraced by more general information in the public domain or in a Partys
possession; and
4.3.10 any combination of features will not be deemed to be within the foregoing exclusions merely because
individual features are in the public domain or in a Partys possession, but only in the combination itself is in
the public domain or in a Partys possession.

5. ANNOUNCEMENTS
Neither Party shall, without the prior written consent of the other Party, make any public announcements nor other
external communications in connection with any subject matter of this Agreement or the discussions entered into
between the Parties.

6. RETURN OF CONFIDENTIAL INFORMATION


6.1 The Discloser may, at any time, request the Recipient to return any material containing, pertaining to or relating to
Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the
Recipient to furnish a written statement to the effect that, upon such return, the Recipient has not retained in its
possession, or under its control, either directly or indirectly, any such material.

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6.2 As an alternative to the return of the material contemplated in 6.1, the Recipient shall, at the instance of the
Discloser, destroy such material and furnish the Discloser with a written statement to the effect that all such
material has been destroyed.
6.3 The Recipient shall comply with a request in terms of this clause 6 within 7 (seven) days of receipt of such a
request.
6.4 Nothing in clause 6 shall require the Recipient and/or its Representatives to return or destroy Confidential
Information to the extent that
6.4.1 such Confidential Information is contained in presentations to the Recipient's internal investment committee,
board of directors or similar body and/or contained in minutes of such presentations, provided that such
presentations and minutes are required to be retained in terms of the Recipient's internal governance rules;
6.4.2 it is required to retain such Confidential Information
6.4.2.1. by applicable law;
6.4.2.2. for the purpose of participating in any action in connection with this Agreement before any judicial or
administrative body; or
6.4.2.3. to satisfy the rules and regulations of a regulatory body to which the Recipient or its Representatives are
subject,
provided that for the avoidance of doubt, the obligations of confidentiality contained in this Agreement will
continue to apply to such retained Confidential Information and provided further that the Recipient shall notify the
Discloser in writing which Confidential Information is required to be retained in terms of this clause 6.

7. REPRESENTATION AND WARRANTIES


7.1 Each Party represents and warrants that it has the authority necessary to enter into this Agreement and to do all
things necessary to procure the fulfilment of its obligations in terms of this Agreement.
7.2 The Counterparty warrants, as on Signature Date and for the duration of this Agreement, that
7.2.1 in the performance of this Agreement, and in connection with its activities in relation thereto, no payments of
money or anything of value will be offered, promised or paid, directly or indirectly, to any official, or public or
political officer, to induce such person to use its influence with government or instrumentality to obtain an
improper business advantage for Prism;
7.2.2 it will immediately report to Prism any information that may indicate that there has been a payment of money
or anything of value offered, promised or paid, directly or indirectly, to any foreign official, or public or political
officer as described in clause 7.2.1 above (Improper Payment);
7.2.3 it will certify annually that it has no knowledge of any Improper Payments;
7.2.4 payments will be made to government officials or political parties only for lawful purposes, which will first be
fully disclosed in writing to Prism; and
7.2.5 it will disclose promptly and in writing to Prism any future affiliation between it and any of its partners, owners,
or principals, and a government official, or public or political officer.
7.3 Each Party acknowledges and agrees that by disclosing Confidential Information to the other no representation or
warranty, express or implied, is being given as to the accuracy or completeness of the Confidential Information for
any purpose, save as may be otherwise expressly agreed in writing.

8. ARBITRATION
8.1 A dispute between the Parties relating to any matter arising out of this Agreement or the interpretation thereof
shall be referred to arbitration, by either of the Parties, by way of notice to the other Party, in which notice
particulars of the dispute are set out.
8.2 Such arbitration proceedings shall be held in in Johannesburg, South African and shall be held in camera, in a
summary manner, which shall mean that it shall not be necessary to observe or carry out
8.2.1 the usual formalities of procedure;
8.2.2 the strict rules of evidence;
and shall be carried out immediately and with a view to it being completed within 30 (thirty) days after it is
demanded.
8.3 The arbitrator for such arbitration proceedings shall be a practising advocate or attorney, admitted as such in
accordance with the laws of the Republic of South Africa, with at least 10 (ten) years experience, agreed upon by
the Parties or, failing agreement, nominated by the Chairman for the time being of the Johannesburg Bar Council,
or any regulatory body which may replace it.

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8.4 The decision of the arbitrator shall be final and binding on the Parties, who shall summarily carry out that decision
and either of the Parties shall be entitled to have the decision made an order of any court with competent
jurisdiction.
8.5 No clause in this Agreement which refers to arbitration, shall mean or be deemed to mean or interpreted to mean
that either of the Parties shall be precluded from obtaining interim relief on an urgent basis from a court of
competent jurisdiction pending the decision of the arbitrator.
8.6 This clause 8 shall survive the termination of this Agreement.

9. BREACH
Should either Party commit a breach of this Agreement, then and in such an event, the non-defaulting Party will be
entitled, without prejudice to any of its rights in terms of the laws of the Republic of South Africa, at its option, either
to claim damages, alternatively, to claim specific performance of all or any of the defaulting Partys obligations,
together with damages, if any.

10. DOMICILIUM
10.1 The Parties choose as their domicilium citandi et executandi for all purposes under this Agreement, whether in
respect of court process, written notices or other documents or communications of whatsoever nature, the
following addresses:
10.1.1 Prism:
Physical Address: 54 Peter Place Road, Peter Place Office Park, Building C Cardiff House,
Bryanston, 2060, Johannesburg, South Africa
Postal Address: 54 Peter Place Road, Peter Place Office Park, Building C Cardiff House,
Bryanston, 2060, Johannesburg, South Africa
10.1.2 The Counterparty:
Physical Address: ___________________________________________________________
Postal Address: ___________________________________________________________

10.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and
effective only if in writing.
10.3 Notice to a Party
10.3.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at its
domicilium citandi et executandi shall be deemed to have been received on the 5th (fifth) business day after
posting (unless the contrary is proved); or
10.3.2 delivered by hand to a responsible person during ordinary business hours at its domicilium citandi et
executandi shall be deemed to have been received on the day of delivery.
10.4 Notwithstanding anything to the contrary herein contained, a notice or communication actually received by a Party
shall be an adequate notice or communication to it notwithstanding that it was not sent to or delivered at its
chosen domicilium citandi et executandi.

11. NON-WAIVER
No waiver of any of the terms and conditions of this Agreement will be binding or effectual for any purpose unless
expressed in writing and signed by the Party hereto giving the same, and any such waiver will be effective only in the
specific instance and for the purpose given. No failure or delay on the part of either Party hereto in exercising any
right, power or privilege hereunder will operate as a waiver thereof, 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.

12. ASSIGNMENT, CESSION AND DELEGATION


Neither Party shall be entitled to assign, cede, delegate or transfer any rights, obligations, shares or interest acquired
in terms of this Agreement, in whole or in part, to any other Party or person without the prior written consent of the
other.

13. WHOLE AGREEMENT

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13.1 This Agreement constitutes the whole of the Agreement between the Parties hereto relating to the matters dealt
with in this Agreement and save to the extent otherwise provided herein no representation, term or condition
relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on any of the
Parties.
13.2 No variation, addition, deletion, or cancellation will be of any force or effect unless reduced to writing and signed
by the Parties hereto or their duly authorised representatives.

14. GOVERNING LAW


This Agreement and the relationships of the Parties in connection with the subject matter of this Agreement shall be
governed and determined in accordance with the laws of the Republic of South Africa.

15. SEVERABILITY
In the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this
Agreement, this Agreement shall be construed as if such invalid, illegal or unenforceable provision was not a part of
this Agreement and the Agreement shall be carried out as nearly as possible in accordance with its original terms
and intent.

16. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same Agreement, as the case may be, as at the Signature Date. The
Parties undertake to take whatever steps may be necessary to ensure that each counterpart is duly signed by each
of them without delay.

17. COSTS
Each Party shall bear their own costs incidental to the preparation and execution of their obligations in terms of this
Agreement.

SIGNED at _________________ on this the ______ day of __________ 20__ in the presence of the undersigned
witnesses:

Witnesses:

1. ___________________________

2. ___________________________ _______________________________
For and on behalf of Prism,
duly authorised thereto

SIGNED at _________________ on this the ______ day of __________ 20__ in the presence of the undersigned
witnesses:

Witnesses:

1. ___________________________

2. ___________________________ _________________________________
For and on behalf of the Counterparty,
duly authorised thereto