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Mutual Non-Disclosure Agreement

1. Parties

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic acceptance ("Effective Date") by and between:

  • riivo (Pty) Ltd, a company incorporated under the laws of South Africa ("riivo"); and
  • The individual or entity accepting these terms during the riivo Discovery session ("Prospect").

Each party may act as both a Disclosing Party and a Receiving Party under this Agreement.

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with the riivo Discovery engagement, including but not limited to:

  • Business plans, strategies, and objectives
  • Project requirements and technical specifications
  • Financial data, budgets, and investment information
  • Proprietary processes, systems, and methodologies
  • Customer and prospect information shared during the discovery conversation
  • Any other information the Disclosing Party designates as confidential

3. Obligations of the Receiving Party

Each Receiving Party agrees to:

  • Hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;
  • Not disclose Confidential Information to any third party without prior written consent from the Disclosing Party;
  • Use Confidential Information solely for the purpose of evaluating and conducting the discovery engagement and any subsequent project collaboration;
  • Limit access to Confidential Information to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

4. Exclusions

The obligations above do not apply to information that:

  • Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
  • Was rightfully known by the Receiving Party before disclosure by the Disclosing Party;
  • Is independently developed by the Receiving Party without use of or reference to the Confidential Information;
  • Is disclosed with the prior written approval of the Disclosing Party;
  • Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates with any protective order.

5. Term

This Agreement shall remain in effect for a period of two (2) years from the Effective Date (the date of acceptance during the riivo Discovery session). The obligations of confidentiality shall survive termination of this Agreement.

6. Mutual Obligations

Both riivo (Pty) Ltd and the Prospect are bound by the obligations set forth in this Agreement with respect to any Confidential Information they receive from the other party. Neither party shall have greater rights than the other under this Agreement.

7. No License

Nothing in this Agreement grants either party any license, title, or right in or to the other party's Confidential Information, intellectual property, or technology, except as expressly set out herein.

8. Return or Destruction of Information

Upon written request by the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, and certify in writing that it has done so.

9. Remedies

Each party acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the High Court of the Western Cape.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.