The Client Confidentiality Agreement - CCA



The Client Confidentiality Agreement - CCA 
This Confidentiality Agreement ("Agreement") is made and effective on the signed date by and between ("Nomads Corp") and ("the Client").
1. Confidential Information.
Nomads Corp proposes to disclose certain of its confidential and proprietary information (the "Confidential Information") to the Client. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to the Client by Nomads Corp. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Nomads Corp to disclose any of its information.
2. The Client's Obligations.
A. The Client agrees that the Confidential Information is to be considered confidential and proprietary to Nomads Corp and the Client shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Nomads Corp, and shall disclose it only to its officers, directors, or employees with a specific need to know. The Client will not disclose, publish or otherwise reveal any of the Confidential Information received from Nomads Corp to any other party whatsoever except with the specific prior written authorization of Nomads Corp.
B. Confidential Information furnished in tangible form shall not be duplicated by the Client except for purposes of this Agreement. Upon the request of Nomads Corp, the Client shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At the Client's option, any documents or other media developed by the Client containing Confidential Information may be destroyed by the Client. The Client shall provide a written certificate to Nomads Corp regarding destruction within ten (10) days thereafter.
3. Terms.
The obligations of the Client herein shall be effective from the date Nomads Corp last discloses any Confidential Information to the Client pursuant to this Agreement. Further, the obligation to not to disclose information shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against the Client, nor by the rejection of any agreement between Nomads Corp and the Client, by a trustee of the Client in bankruptcy, or by the Client as a debtor-in-possession or the equivalent of any of the foregoing under local law.
4. Other Information.
The Client shall have no obligation under this Agreement with respect to Confidential Information which:

  • is or becomes publicly available without breach of this Agreement by the Client
  • is rightfully received by the Client without obligations of confidentiality
  • or is developed by the Client without breach of this Agreement

Provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to Nomads Corp along with the asserted grounds for disclosure.

5. No License.
Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products. The Client agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product.
6. No Publicity.
The Client agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Nomads Corp.
7. Governing Law and Equitable Relief.
This Agreement shall be governed and construed in accordance with the laws of the Republic of South Africa. Nomads Corp may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Nomads Corp against any such breach or threatened breach.
8. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
9. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
10. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
11. No Implied Waiver.
Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
12. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

 

I the undersigned agree to the terms above.

I _________________________                    (Company Representative Name)
representative for ______________________  (Company Name)
agrees to the Client Confidentiality Agreement
on this ________ day of __________ year _________

Witness (name) _____________________ (signature) _________________

Nomads Corp Representative (name)     __________________________

Nomads Corp Representative (signature)          __________________________

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