🔒 NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
This Non-Disclosure and Confidentiality Agreement (the "Agreement") is a legally binding contract entered into between:
The Disclosing Party:
Egalelwe (Pty.) Ltd. (Registration Number: [Insert Company Registration Number]), a private company duly incorporated in South Africa, with its principal place of business at 1 Dennys Road,Pringle Bay (hereinafter referred to as "Egalelwe," "Company," or the "Discloser").
AND
The Receiving Party:
The individual user who downloads and/or registers to use the pre-release, beta, or test version of the App (hereinafter referred to as the "User" or the "Recipient").
1. ACCEPTANCE AND EFFECTIVE DATE
1.1. Acceptance: The User acknowledges and agrees that by downloading, installing, registering for, or otherwise accessing and using the App, the User accepts all the terms and conditions of this Agreement, thereby entering into a legally binding contract with Egalelwe.
1.2. Effective Date: This Agreement shall become effective on the date and time the User clicks "I Accept," "Continue," or completes the registration process for the App (the "Effective Date").
The Discloser agrees to provide the Recipient with access to the Confidential Information (as defined below) for the sole purpose of:
A. Testing and Feedback: Allowing the User to perform beta testing, provide feedback, bug reports, and suggestions regarding the pre-release App (the "Test Purpose").
B. Investment Evaluation (as applicable): Allowing potential investors to evaluate a potential business or investment opportunity with Egalelwe (the "Investment Purpose").
3. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" shall mean any and all technical, commercial, financial, or proprietary information, materials, and data, disclosed by the Discloser to the Recipient, whether orally, visually, in writing, electronically, or in any other tangible or intangible form, regardless of whether it is marked as "Confidential."
Confidential Information includes, but is not limited to:
3.1. The App: The existence, features, functionality, operation, design, user interface (UI), user experience (UX), and content of the pre-release version of the mobile application and any related services (the "App").
3.2. Technical Data: Source code, object code, algorithms, programming, architecture, designs, formulas, hardware and software configurations, protocols, security details, and technical documentation.
3.3. Business/Financial Information: Business plans, marketing strategies, sales projections, pricing models, potential partnerships, investor pitches, customer lists, and financial data.
3.4. Feedback: All notes, analysis, suggestions, feedback, bug reports, testing data, user analytics, and reports provided by the Recipient to Egalelwe relating to the App.
4. OBLIGATIONS OF THE RECIPIENT
The Recipient agrees to abide by the following obligations from the Effective Date and throughout the Term:
4.1. Non-Disclosure: The Recipient shall hold the Confidential Information in strict confidence and shall not disclose, publish, or reveal it to any third party without the prior written consent of Egalelwe.
4.2. Limited Use: The Recipient shall only use the Confidential Information for the stated Purpose (Test Purpose or Investment Purpose). The Recipient shall not use the Confidential Information to develop, sell, market, or promote any competing product or service.
4.3. Protection: The Recipient shall take all reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information.
4.4. No Copying/Reverse Engineering: The Recipient shall not copy, reproduce, disassemble, decompile, reverse engineer, or attempt to derive the source code or underlying ideas of the App or any Confidential Information.
4.5. Limitation of Access: The Recipient shall ensure that any of their employees, agents, or professional advisors who are granted access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
5. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
The obligations under Section 4 shall not apply to information that the Recipient can prove by competent written evidence:
5.1. Was already in the Recipient's lawful possession prior to disclosure by Egalelwe.
5.2. Is or becomes generally known to the public through no fault of the Recipient.
5.3. Is disclosed to the Recipient by a third party who has a lawful right to disclose such information without a breach of any confidentiality obligation.
5.4. Is independently developed by the Recipient without use of or reference to the Confidential Information.
5.5. Is required to be disclosed by law, regulation, or a court order, provided the Recipient gives Egalelwe prompt written notice of such requirement prior to disclosure.
6. INTELLECTUAL PROPERTY AND FEEDBACK OWNERSHIP
6.1. Ownership: The Recipient acknowledges that all Confidential Information, including all intellectual property rights (such as copyright, patents, trademarks, and trade secrets) in the App, the App's code, design, and functionality, are and shall remain the exclusive property of Egalelwe. No right or license to the Confidential Information or any associated intellectual property is granted to the Recipient except for the limited use strictly necessary for the Purpose.
6.2. Feedback Assignment: The Recipient agrees that any and all Feedback (suggestions, ideas, bug reports, improvements, etc.) provided to Egalelwe is considered Confidential Information. The Recipient hereby irrevocably assigns, transfers, and conveys to Egalelwe all right, title, and interest in and to any Feedback, and acknowledges that Egalelwe shall have the unrestricted right to use, implement, and commercialize the Feedback without compensation or attribution to the Recipient.
7.1. Term: This Agreement shall commence on the Effective Date. The Recipient's right to use the App for the Purpose may be terminated by Egalelwe at any time, for any reason, without notice.
7.2. Survival: Notwithstanding any termination of the right to use the App, the Recipient's obligations under Sections 3 (Definition of Confidential Information), 4 (Obligations of the Recipient), 6 (Intellectual Property and Feedback Ownership), and 8 (Remedies and Governing Law) shall survive and remain in effect for a period of five (5) years from the Effective Date, or indefinitely with respect to any information that constitutes a "Trade Secret" under applicable law.
8. REMEDIES AND GOVERNING LAW
8.1. Injunctive Relief: The Recipient acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Egalelwe, for which monetary damages alone would be inadequate. Accordingly, Egalelwe shall be entitled to seek immediate injunctive relief and specific performance, in addition to any other remedies available at law or in equity.
8.2. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of South Africa, and the parties consent to the exclusive jurisdiction of the courts of South Africa for the resolution of any disputes arising hereunder.
USER ACKNOWLEDGEMENT:
BY CLICKING "I ACCEPT" OR PROCEEDING WITH THE DOWNLOAD AND REGISTRATION OF THE APP, THE USER ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT.