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Non-Disclosure Agreement (NDA) Template – South Africa
A non-disclosure agreement (NDA) protects confidential information exchanged between parties during commercial discussions, partnerships, or engagements. Use our free South African NDA template to safeguard trade secrets, business plans, and sensitive data under South African contract law and the Protection of Personal Information Act 4 of 2013 (POPIA).
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MUTUAL NON-DISCLOSURE AGREEMENT
PARTY A
Nexus Capital (Pty) Ltd
15 Alice Lane, Sandton, Johannesburg 2196
Reg 2019/345678/07
Reg 2019/345678/07
By: Thabo Nkosi, Chief Executive Officer
PARTY B
Summit Ventures (Pty) Ltd
8 Boundary Road, Century City, Cape Town 7441
Reg 2021/567890/07
Reg 2021/567890/07
By: Priya Pillay, Managing Director
Effective: 25 April 2026
MandA / Business Acquisition · Term: three (3) years
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of 25 April 2026 by and between Nexus Capital (Pty) Ltd (the "Party A") and Summit Ventures (Pty) Ltd (the "Party B"). This Agreement is governed by the laws of the Republic of South Africa, including (where applicable) the Protection of Personal Information Act 4 of 2013, the Electronic Communications and Transactions Act 25 of 2002 and the Conventional Penalties Act 15 of 1962.
1.
PURPOSE
The parties wish to explore a potential merger, acquisition or business combination. In connection therewith, each party may disclose certain confidential and proprietary information to the other party solely for the evaluation and pursuit of that purpose (the "Permitted Purpose"). Specifically, the parties are evaluating: Evaluation of a potential strategic acquisition of a 100% interest in the Disclosing Party's e-commerce subsidiary by the Receiving Party, including due diligence on financial, operational and intellectual-property aspects of the target business..
2.
CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by each party to the other party, in any form or medium, that is either (i) designated as confidential or proprietary at the time of disclosure, or (ii) information that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure. Without limitation, Confidential Information includes business plans, financial data, technical specifications, customer lists, pricing information, personnel data, software code, proprietary methods and processes. Where Confidential Information constitutes personal information as defined in the Protection of Personal Information Act 4 of 2013 (POPIA), the Receiving Party shall additionally comply with the conditions for lawful processing set out in Chapter 3 of POPIA. Information constituting a Trade Secret under South African common law — including source code, algorithms, proprietary formulae and client databases — is separately protected under the Trade Secrets clause below.
3.
OBLIGATIONS OF RECEIVING PARTY
Summit Ventures (Pty) Ltd agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of Nexus Capital (Pty) Ltd; (c) use Confidential Information solely for the Permitted Purpose; (d) protect Confidential Information with the same degree of care that the Receiving Party uses to protect its own most sensitive proprietary information, but in no event less than reasonable care; (e) limit access to those employees, officers, directors and professional advisors who have a strict need to know and are bound by confidentiality obligations no less protective than this Agreement; and (f) promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorised disclosure of Confidential Information, consistent with the notification obligations under section 22 of POPIA where personal information is affected.
4.
STANDARD EXCLUSIONS
This Agreement does not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was lawfully in the Receiving Party's possession before disclosure, as evidenced by contemporaneous written records; (c) is independently developed by the Receiving Party without reference to or use of the Confidential Information, as evidenced by written records; (d) is rightfully received from a third party without an obligation of confidentiality; or (e) is required to be disclosed by applicable South African law, a court order or a direction by a regulatory authority (including the Information Regulator established under POPIA), provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent permitted by law) and reasonably co-operates in seeking a protective order or equivalent relief.
5.
DISCLOSING-PARTY AUDIT RIGHTS
The Disclosing Party may, on giving the Receiving Party not less than 5 business days' written notice (or shorter notice in the case of a reasonable suspicion of breach), audit the Receiving Party's compliance with this Agreement, including its standard-of-care obligations, POPIA security safeguards, and limitations on access to Confidential Information. The audit shall be conducted during normal business hours by the Disclosing Party or its nominated auditor (bound by equivalent confidentiality obligations), shall not unreasonably disrupt the Receiving Party's operations, and the cost of the audit shall be borne by the Disclosing Party save where the audit reveals a material breach (in which case the Receiving Party shall bear the reasonable cost).
6.
POPIA — OPERATOR CLAUSE
To the extent that the Receiving Party processes personal information (as defined in POPIA) on behalf of the Disclosing Party in connection with the Permitted Purpose, the Receiving Party acts as an Operator and the Disclosing Party acts as the Responsible Party within the meaning of POPIA. This clause is entered into in compliance with section 21 of POPIA. The Receiving Party shall: (a) process personal information only on the Disclosing Party's documented instructions; (b) implement appropriate technical and organisational security measures as required by section 19 of POPIA; (c) not engage a sub-operator without the Disclosing Party's prior written consent; (d) notify the Disclosing Party without undue delay, and in any event within 72 hours, of becoming aware of a personal-information security compromise under section 22 of POPIA; (e) assist the Disclosing Party in responding to data subject requests under section 23 of POPIA; and (f) on termination of this Agreement, return or securely destroy all personal information as directed.
7.
TERM
This Agreement shall remain in effect for three (3) years from the Effective Date, after which the obligations of confidentiality with respect to general Confidential Information shall expire. Notwithstanding the foregoing, information that constitutes a trade secret under South African common law shall remain protected for as long as it retains trade-secret status, regardless of the expiration or termination of this Agreement, consistent with the principles recognised in Esterhuizen v Administrator, Transvaal 1957 (3) SA 710 (T) and Atlas Organic Fertilizers v Pikkewyn Ghwarrie 1981 (2) SA 173 (T).
8.
RETURN OR DESTRUCTION
On written request by Nexus Capital (Pty) Ltd, or on the expiration or termination of this Agreement, the Receiving Party shall promptly return or certifiably destroy all Confidential Information and all copies, summaries, extracts or derivatives thereof (including electronically stored data), and shall provide written certification of such return or destruction on request. Where the Confidential Information includes personal information, destruction shall comply with the conditions for destruction of personal information under POPIA.
9.
NO LICENCE — NO WARRANTY
Nothing in this Agreement grants the Receiving Party any licence, title or interest in or to any Confidential Information or any intellectual property right of the Disclosing Party. The Confidential Information is provided "as is" and the Disclosing Party makes no representation or warranty, express or implied, as to its accuracy, completeness or fitness for any particular purpose. The Disclosing Party shall have no liability arising from the Receiving Party's reliance on the Confidential Information.
10.
NON-SOLICITATION OF PERSONNEL
During the term of this Agreement and for a period of twelve (12) months thereafter, the Receiving Party shall not, directly or indirectly, solicit, recruit, induce or attempt to solicit or recruit any employee, independent contractor or consultant of the Disclosing Party with whom the Receiving Party had material contact or became aware of in connection with this Agreement, without the prior written consent of the Disclosing Party. The parties record that this clause protects a legitimate proprietary interest (the integrity of the Disclosing Party's workforce and team stability) and is reasonable in scope and duration, consistent with the standard applied by South African courts in Rawlins v Caravantruck (Pty) Ltd 1993 (1) SA 537 (A).
11.
ANTI-BRIBERY AND CORRUPTION
Each party warrants that neither it nor any of its representatives have, in connection with this Agreement or any Confidential Information disclosed under it, paid, offered, promised or authorised any payment, gift or other thing of value to any public official or private person with the intent of obtaining or retaining business or any improper advantage, in contravention of the Prevention and Combating of Corrupt Activities Act 12 of 2004 (PRECCA), the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 or any equivalent anti-corruption legislation. Any breach of this clause shall constitute a material breach entitling the non-breaching party to terminate this Agreement on written notice with immediate effect.
12.
REMEDIES
The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek an urgent final or interim interdict in the High Court of South Africa under Rule 6(12) of the Uniform Rules of Court, without the necessity of proving actual monetary loss or posting security, in addition to any other remedies available at law. In addition, the Receiving Party shall pay the Disclosing Party liquidated damages of ZAR 1 000 000 for each proven material breach of this Agreement, payable on demand. This liquidated-damages clause is enforceable under the Conventional Penalties Act 15 of 1962, subject to judicial reduction if found to be grossly disproportionate to the actual loss suffered. In any proceedings to enforce or interpret this Agreement, the successful party shall be entitled to recover its legal costs from the other party on an attorney-and-client scale, as opposed to the default party-and-party scale.
13.
DISPUTE RESOLUTION — ARBITRATION
Any non-urgent dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be finally resolved by arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) in accordance with the AFSA Commercial Rules. The seat and venue of arbitration shall be Johannesburg, South Africa. The language of the arbitration shall be English. The number of arbitrators shall be one (1) unless the parties agree otherwise. This Agreement is subject to the Arbitration Act 42 of 1965. Arbitral awards shall be final and binding. Nothing in this clause affects the Disclosing Party's right to seek urgent interdictory relief in the High Court of South Africa.
14.
ELECTRONIC EXECUTION
This Agreement may be executed electronically. Electronic signatures are valid and enforceable under sections 11 and 13 of the Electronic Communications and Transactions Act 25 of 2002 (ECT Act) and have the same legal effect as handwritten signatures, save where this Agreement falls within a category expressly excluded under Schedule 2 of the ECT Act (which is not anticipated here). A party may execute this Agreement by any method permitted under the ECT Act, including DocuSign or equivalent platform.
15.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior understandings, negotiations and agreements, whether oral or written.
Amendment: No amendment is valid unless in writing and signed by both parties.
Severability: If any provision is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force; invalid provisions shall be replaced by valid provisions that most closely achieve the original intent.
Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement rights.
No Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
Counterparts: This Agreement may be executed in counterparts, each constituting an original, and all together forming one instrument.
No Third-Party Rights: Nothing in this Agreement confers any rights or remedies on any person other than the parties.
Amendment: No amendment is valid unless in writing and signed by both parties.
Severability: If any provision is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force; invalid provisions shall be replaced by valid provisions that most closely achieve the original intent.
Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement rights.
No Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
Counterparts: This Agreement may be executed in counterparts, each constituting an original, and all together forming one instrument.
No Third-Party Rights: Nothing in this Agreement confers any rights or remedies on any person other than the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
PARTY A
Thabo Nkosi
Chief Executive Officer
Nexus Capital (Pty) Ltd
Date: ____________________
PARTY B
Priya Pillay
Managing Director
Summit Ventures (Pty) Ltd
Date: ____________________
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What Is a Non-Disclosure Agreement?
A non-disclosure agreement, also known as a confidentiality agreement, is a legally binding contract in which one or more parties agree not to disclose or misuse confidential information shared during a business relationship. It defines what counts as confidential, the obligations of the receiving party, permitted uses, the duration of the restriction, and the consequences of breach. NDAs can be unilateral (one-way) or mutual (two-way), depending on whether only one party or both parties are disclosing sensitive information.
In South Africa, NDAs are enforced as ordinary contracts under the common law of contract as codified and developed through the courts. South African courts also recognise the equitable principle of breach of confidence inherited from the Roman-Dutch and English legal traditions. A written NDA strengthens these protections by clearly defining what information is confidential, the circumstances of disclosure, and the agreed remedies — making enforcement before the High Court of South Africa considerably more straightforward.
South African business practice uses NDAs across every sector — from technology and fintech start-ups in Johannesburg and Cape Town protecting software intellectual property, to mining and energy companies sharing geological data with joint-venture partners. POPIA, operative from 1 July 2021, adds a further layer of obligation: where confidential information constitutes personal information, both parties must comply with POPIA's eight conditions for lawful processing. A well-drafted South African NDA should expressly address POPIA compliance, the role of the Information Regulator, and obligations on data return or destruction upon termination.
What's Covered in This Template
Our South African NDA template provides comprehensive protection for confidential information under South African law.
Party Details
Legal names, registration numbers (CIPC), and registered addresses of the disclosing and receiving parties.
Definition of Confidential Information
A thorough definition covering documents, data, know-how, trade secrets, pricing information, and orally disclosed information.
Obligations of the Receiving Party
Duties of non-disclosure, non-use outside the permitted purpose, and reasonable security safeguards aligned with POPIA.
Permitted Disclosures
Carve-outs for disclosures to professional advisers, employees on a need-to-know basis, and as required by law or court order.
Standard Exclusions
Information that is public domain, independently developed, already known, or lawfully obtained from a third party.
Duration of Obligations
Survival period for confidentiality obligations — typically two to five years, with indefinite protection for genuine trade secrets.
Return or Destruction of Materials
Obligations to return or certify destruction of confidential materials on request or termination of the relationship.
Remedies and Injunctive Relief
Right to seek damages, interdicts (injunctions), and Anton Piller orders before the South African High Court.
POPIA Compliance
Acknowledgement of obligations under the Protection of Personal Information Act 4 of 2013 when personal information is exchanged.
ECTA Acknowledgement
Recognition that the agreement may be concluded electronically under the Electronic Communications and Transactions Act 25 of 2002.
Governing Law and Jurisdiction
Selection of South African law and the Division of the High Court with jurisdiction over disputes.
Mutual or Unilateral Option
Flexibility to configure the NDA as one-way or two-way depending on who is disclosing information.
How to Create an NDA in South Africa
Follow these steps to produce a South African NDA tailored to your commercial needs.
- 1
Choose the NDA Type
Decide whether a unilateral or mutual NDA fits the relationship based on which party or parties are disclosing information.
- 2
Enter Party Details
Provide legal names, CIPC registration numbers, and registered addresses of all parties involved.
- 3
Define Confidential Information
Describe the categories of protected information and any specific exclusions or carve-outs relevant to your South African business context.
- 4
Set Duration and Purpose
State the permitted purpose for using confidential information and the survival period for obligations after the agreement ends.
- 5
Review and Download
Confirm governing law (South Africa), review all terms, and download the NDA as a PDF ready for signature.
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Legal Considerations
South African NDAs operate at the intersection of contract law, privacy legislation, and equitable principles inherited from Roman-Dutch and English law.
This template is for informational purposes only and does not constitute legal advice. Consult a qualified South African attorney for advice specific to your situation.
Reviewed for South African law
Contract Law Requirements
For an NDA to be enforceable in South Africa, it must meet the ordinary requirements of a valid contract: offer, acceptance, consideration (or causa), capacity, legality, and certainty of terms. South African courts, including the Supreme Court of Appeal, have consistently held that commercial confidentiality agreements are enforceable where these elements are present. Ambiguous definitions of "confidential information" may be construed against the party seeking enforcement, so precision in drafting is essential.
POPIA Obligations
Where the confidential information includes personal information as defined in POPIA 4 of 2013, both parties become either responsible parties or operators under the Act. The eight conditions for lawful processing — accountability, processing limitation, purpose specification, further processing limitation, information quality, openness, security safeguards, and data subject participation — apply fully. Breaches of POPIA may be reported to the Information Regulator, which has powers to impose administrative fines. An NDA should clearly assign POPIA responsibilities between the parties.
Restraint of Trade Considerations
NDAs that effectively restrain a party from competing in a market may be scrutinised as restraints of trade. South African courts apply the test set out in Magna Alloys and Research SA (Pty) Ltd v Ellis 1984 (4) SA 874 (A): a restraint is enforceable unless it is contrary to public policy, which is determined by weighing the legitimate business interest being protected against the harm to the restrained party. Overly broad confidentiality obligations with indefinite durations may fail this test. Drafting the NDA with reasonable scope and duration reduces this risk.
Protected Disclosures
An NDA cannot prevent a protected disclosure under the Protected Disclosures Act 26 of 2000 (as amended). Employees and workers who disclose information about workplace irregularities in good faith to the appropriate bodies are protected from occupational detriment. Clauses purporting to silence whistleblowers are void to that extent under South African law. The NDA should expressly preserve statutory protected disclosure rights.
Frequently Asked Questions
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