CONFIDENTIALITY AND 
NON-DISCLOSURE AGREEMENT
Between
			  STEPHANNES JOHANNES VAN TONDER 
(Registration Number _PRIVATE PERSON ) 
("the Inventor")
and

(collectively “the Parties”)
1.	Introduction
1.1.	In the course of negotiations, discussions and correspondence between the Parties, relating to the product or concept developed by the Inventor, (“the Product”), each of the Parties shall acquire or be informed of confidential information, details and documentation concerning each Party.
1.2.	Each Party recognises and acknowledges the competitive value and confidential nature of the information and that potential harm and damage could be caused to the Parties by the disclosure of such information, prior to such information being released into the public domain.
1.3.	In view of the potential harm and damage that could be caused to the Parties by the disclosure of the information, the Parties have agreed to conclude this confidentiality agreement.
1.4.	The purpose of this confidentiality agreement is to set out the conditions on which each Party makes confidential information available to the other.
2.	Definitions and Interpretation
2.1.	"Confidential Information" means all information, documentation, data, and materials of whatever nature of one Party provided in writing, orally, on disk or otherwise and made by or on behalf of the one Party to the other Party including but not limited to, any information relating to the Party’s past, present and future research, analysis, compilations and studies, development of any system, business or financial activity, product, services, market opportunities, existing and potential customers and clients, marketing or promotion of any products, product pricing, contractual arrangements, technical knowledge, strategic objectives and planning, data, plans, designs, drawings, software or hardware, know- how, methods, trade secrets, trade marks, techniques, functional and technical requirements and specifications.
2.2.	 “Disclosing Party” means the Party, which discloses the Confidential Information.
2.3.	“Receiving Party” means the Party, which receives or otherwise obtains the Confidential Information.
2.4.	The clause headings are for convenience only and will not be used in the interpretation of this Agreement.
2.5.	The words and expressions defined in any sub-clause shall, for the purposes of the clause of which the sub-clause forms part, bear the meaning assigned to such words and expressions in that sub-clause.
2.6.	The Parties will not be entitled to rely, in any dispute regarding this Agreement, on any terms, conditions, warranties, guarantees or representations not expressly contained in this agreement.
2.7.	The validity and interpretation of this agreement will be governed by the law of the Republic of South Africa.
2.8.	Any reference to the singular includes the plural and vice versa. Any reference to natural persons includes legal persons and vice versa, and references to any gender includes the other gender.
3.	Undertakings 
3.1.	The Parties acknowledge that the Confidential Information is valuable, special and unique to each of them and that disclosure of the Confidential Information to or use of it by third parties will be damaging to them. 
3.2.	Undertakings by the Receiving Party, Gervans Projects (Pty) Ltd:
3.2.1.	The Receiving Party undertakes to the Disclosing Party ("the Inventor"):
3.2.1.1.	to hold the Confidential Information in strictest confidence and shall use the Confidential Information solely, and exclusively, for purposes of the negotiations mentioned above;
3.2.1.2.	to take reasonable security steps to keep confidential the Disclosing Party’s Confidential Information, as the Receiving Party takes to protect its own Confidential Information;
3.2.1.3.	not to copy, reproduce, summarise and/or distribute the 	Confidential Information for any purpose other 	than for the purpose of the negotiations mentioned above. In particular the Receiving Party undertakes 	not to use the Confidential Information in any way, 	directly or indirectly, which is hostile to or against the interests of either of them;
3.2.1.4.	not disclose the Confidential Information to any third Party (whether natural or artificial), nor make use thereof unless 	required to do so by order of court, until the Confidential Information comes into the public domain;
3.2.1.5.	to only disclose the Confidential Information to its representatives, agents, employees and advisors who are reasonably required, in the course and scope of their duties, to know the Confidential Information for the purposes of the negotiations;
3.2.1.6.	to ensure that, prior to making such disclosures to its representatives, agents, employees and advisors, each such representative, agent, employee or advisor is appraised 	of the duty and obligation to maintain the Confidential Information in confidence and not to use such information for any other purpose other than the 	purpose of the negotiations;

3.2.1.7.	to notify the Disclosing Party immediately upon the discovery of any unauthorised use or disclosure of 	Confidential Information or any other breach of this Agreement, by the Receiving Party and/or any its representatives, agents, employees and advisors and will co-operate with the Disclosing Party as soon as reasonably 	possible, to assist the Disclosing Party to regain the Confidential Information and to prevent its further unauthorised use or disclosure; and
3.2.1.8.	to return, at the Disclosing Party’s request, all originals, copies, reproductions and/or summaries of the Confidential Information in its possession or under its control, to destroy all Confidential Information stored electronically, or at 	the Disclosing Party’s option, certify the destruction of all Confidential Information in its possession or under its control.
3.3.	Neither Party shall use the names, logos, trademark or trade names, whether registered or not, of the other Party in publicity 	releases, proposals, announcements or advertising or in any other manner, including customer lists, without having secured the prior written consent of an authorized person of that Party.
4.	No Representations of Warranties
The Disclosing Party does not make any representation or warranty about the Confidential Information or the accuracy or completeness thereof, nor shall it have any responsibility or liability whatsoever or howsoever arising in respect of, or resulting from the use of, any confidential Information supplied to the Receiving Party or any third Party.
5.	Ownership
The Confidential Information shall remain the property of the Disclosing Party and neither Party grants any license in respect of any Confidential Information.
6.	Exclusions
The obligations set out in this Agreement shall not apply to information which:
6.1.	at the time of acquisition or disclosure of the particular Confidential Information by the Receiving Party, is already in the public domain; 
6.2.	was lawfully known to/by the Receiving Party, prior to the 	disclosure by the Disclosing Party to the Receiving Party, provided that the source of such information was not in the past or is currently subject to a confidentiality agreement with the Disclosing Party; and
6.3.	the Receiving Party is required to disclose the Confidential Information by Law, any Court of competent jurisdiction, any government agency or regulatory body lawfully requesting the Confidential Information, provided that the Receiving Party promptly notifies that Disclosing Party well in advance.
7.	Breach
7.1.	Each Party acknowledges and agrees that in the event of a breach of any of the terms of this Agreement, damages may be an inadequate remedy and other relief, including specific performance and interdicts, may become appropriate remedies for the enforcement of the terms and conditions of this Agreement.
7.2.	Should either Party commit a breach of any of its obligations in terms of this Agreement and fail to remedy such breach within a period of 3 (three) days from the date of receipt of written notice from the aggrieved Party calling upon it do so, then and in such event, without prejudice to any rights which the aggrieved Party may have in terms hereof or at law, the aggrieved Party shall be entitled to claim damages from the defaulting Party, including without limitation, all loss, injury, damage, fine, taxes, claims, costs or liabilities of whatever nature including legal costs on the scale as between attorney and his own client which the aggrieved Party may have sustained or incurred by reason of or in consequence of the default.
8.	Domicilium and Notices
The Parties choose the following domicilium citandi et executandi for the payment of any sum of money, for all notices and processes to be given and served and for any other purpose arising from this Agreement, as follows:

8.1.	The Inventor 		:
						STEPHANNES JOHANNES VAN TONDER      		
						RICHARDS BAY
						SOUTH AFRICA		 
8.2.	and  ------------------------------------------------------------------------------------------------------------
8.3.	Any notice in terms of this Agreement shall be in writing and shall:
8.3.1.	if delivered by hand be deemed to have been duly received by the addressee on the date of delivery;
8.3.2.	if posted by prepaid registered post be deemed to have been received by the addresses on the seventh (7th) day following the date of such posting;
8.3.3.	if given by telegram, be deemed to have been received by the addressee one (1) day after dispatch;
8.3.4.	if successfully transmitted by telex or facsimile, be deemed to have been received by the addressee one (1) day after dispatch.
8.4.	Each Party shall be entitled from time to time, by written notice to the other, to vary its domicilium to any other physical address within the Republic of South Africa and/or its facsimile number.
9.	Dispute Resolution
9.1.	If a dispute arises out of or in connection with this Agreement, then the dispute shall be referred to arbitration in terms of the Rules of the Arbitration Foundation Southern Africa.
9.2.	Nothing contained in clause 9.1 above shall prevent either Party from approaching a competent court for urgent interim relief.
10.	General
10.1.	No addition to, variation, or agreed cancellation of this agreement  shall be of any force or effect unless in writing and signed by or on behalf of the Parties.
10.2.	No waiver or abandonment by either Party of its rights in terms of this Agreement will be binding on that Party, unless such waiver or abandonment’s are in writing and signed by the waiving Party.

SIGNED AT ----------------------------------------------- ON THIS ---------   DAY OF------------------- 2006
For the Client Inventor

AS WITNESSES :					_________________________
							 
1.	_____________________ 			who warrants that he is duly			
authorised hereto

2.	_____________________

THUS DONE AND SIGNED AT……………………………... ON THIS….. DAY OF…………..…...................200........