Non-Disclosure & Non-Circumvention Agreement

This NDA constitutes the entire agreement between the parties and supersedes any previous agreements or understandings.

The Disclosing Party and the Recipient are each referred to herein as a “Party” and collectively as “Parties.”

1. NON-CIRCUMVENTION.

The Disclosing Party and the Recipient agree not to circumvent each other directly or indirectly, or its affiliates, with respect to any relationships introduced or made known to each Party as a direct or indirect result of this Agreement, including but not limited to, clients, customers, contractors, or affiliates without the prior consent of the other Party. In the event of a breach of this section by either Party, the violated Party shall have all injunctive and equitable relief available, as well as all other remedies at law or in equity.

2. DEVELOPMENT OPPORTUNITY. This Agreement is acknowledged as necessary by both Parties in order that:

a. the Disclosing Party may share a development opportunity (“Business Opportunity”) with the Recipient, including any and all other opportunities from which may derive, that Business Opportunity;

b. both Parties maintain their proprietary claim to and sole benefit from the relationships with clients and others which are necessary to their conduct and profitability, which are for, the purposes of this Agreement, considered Trade Secrets, and

c. the Parties can legally bind, in writing, specific requirements for the conduct of the other regarding each Party’s above-mentioned relationships.

3. BREACH
The obligations of non-circumvention are outlined below.

In the case of a breach of this Agreement by the Recipient, the Recipient will pay to the Disclosing Party a monetary penalty that is equal to the commission(s), fee(s), or other gain(s) the Disclosing Party would have realized in such a transaction.

All names and other personal information of contacts made known through the course of business by either Party to the other are to be considered confidential information (“Confidential Information”) and shall be kept confidential by both Parties. If any Confidential Information is disclosed without prior written permission by either Party, the other retains the right to obtain an interdict to restrain disclosure, whether in part or in full, of said Confidential Information. Such an interdict would not prevent said Party from pursuing additional remedies, including claims for losses or damages.

GOVERNING LAW. This Agreement shall be construed and governed in accordance with the laws of South Africa and the Recipient party's country.

ASSIGNMENT AND DELEGATION. The Disclosing Party and the Recipient will each defend, indemnify, and hold the other harmless (including all affiliates, successors, assigns, employees, agents, officers and the like) against all losses, damages, deficiencies, liabilities, awards, penalties, or expenses of any kind, including attorneys’ fees and related legal fees, incurred by themselves in connection with any claims, suits, actions, demands, or judgments arising out of this Agreement.

SEVERABILITY. If any portion of this Agreement shall be held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties. No modification or amendment of this Agreement shall be effective unless in writing and signed by both Parties. Both Parties agree that the terms of this Agreement extend to all employees, officers, and other representatives of each of their respective entities.

EXECUTION. The Disclosing Party and the Recipient each represent and warrant to the other that each person executing this Agreement on behalf of each party is duly authorized to execute and deliver this Agreement on behalf of that party.