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You are the project manager for ABC Software Enterprises (Ltd) and have been appointed to manage a large project for the World Bank: to develop a new client data base security system. Due to the confidentiality and importance of the information that the project team members will receive from the World Bank, you are asked to sign the Non-Disclosure Agreement (NDA) below.

4.1. With the Covid 19 pandemic currently part of our daily lives and affecting the performance of organisations due to lockdowns, it is important that a specific clause forms part of any contract. What is that clause, and why is it required?

4.2. Analyse the NDA and state your findings under separate headings. Say if you agree with the Agreement

CLIENT DATABASE – NON-DISCLOSURE AGREEMENT

This Client Database Non-Disclosure Agreement (hereinafter known as the “Agreement”) between the World Bank (hereinafter known as the “Company”), registration number 2563625DC, and ABC Software Enterprises (Ltd) (hereinafter known as the “Recipient”) becomes effective as of this 12th day of June 2020 (hereinafter known as the “Effective Date”).

Recitals

The Company wishes to share its Investment Client Database (hereinafter known as the “CDB”) with the Recipient for the purposes of review, examination, inspection and incorporation, while maintaining confidentiality. The Company and the Recipient, collectively known as the “Parties”, understand and agree that dissemination of information or materials within or related to the Client Database would be detrimental to the integrity of the Company. For the purposes of this Agreement, all information, strategies, plans, trade secrets, objectives and materials are referred

to as “Confidential Information”, and the Company may share Confidential Information with the Recipient subject to the terms and covenants set forth below.

Recipient obligations

A. Non-disclosure. The Recipient understands and agrees to not use or disclose the Client Database or Confidential Information for personal benefit or the benefit of any other person, corporation, association, company or entity, and shall take all steps necessary to protect Confidential Information from disclosure. The Recipient further agrees not to disclose the fact that the Client Database has been made available, that discussions or negotiations are taking place or have taken place, or any of the terms, conditions or other facts with respect to the transaction. Methods of disclosure include, but are not limited to, written, oral, electronic or any other form of recording.

B. Disclosure. The Recipient shall only disclose the Client Database and Confidential Information to persons working on the project, on a need-to-know basis. Each person who becomes privy to the Confidential Information shall be bound by the provisions within this Agreement. This Agreement shall survive and continue after any expiration or termination of this Agreement and shall bind the Recipient, its employees, agents, representatives, successors, heirs and assigns.

Term

The Recipient’s obligations of non-use and non-disclosure with respect to Confidential Information will remain in effect until the project is completed and the Company is satisfied with the results.

No additional agreements

Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of the Company to enter into any other agreement with the Recipient or prohibit the Company from providing the same or similar information to other parties and entering into agreements with other parties. The Company reserves the right, in its sole discretion, to reject any and all proposals made by the Recipient or its Representatives with regard to a transaction between the Recipient and the Company and to terminate discussions and negotiations with the Recipient at any time. The Recipient agrees not to use the Client Database or Confidential Information as a basis upon which to develop or have a third party develop a competing or similar plan or undertaking.

Indemnify

The Recipient understands and acknowledges that any breach of this Agreement could result in damages, losses, costs or expenses to the Company and agrees to keep the Company indemnified in respect to any and all claims which arise out of or in connection with a violation. The Recipient understands and acknowledges that any use or disclosure regarding the Client Database or Confidential Information could cause the Company irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Company shall have the right to apply to a court of competent jurisdiction for specific performance or order restraining and enjoining any such further disclosure or breach and for such other relief as Company deems appropriate, in addition to the remedies otherwise available at law or in equity.

Successors and assigns

This Agreement and each party’s obligations hereunder shall be binding on the representatives, assigns and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of the Recipient hereunder are not assignable.

Governing law

This Agreement shall be governed in accordance with the laws of the state of Columbia (USA), without regard to conflict of law principles.

Prevailing party

In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect reasonable attorney fees, costs and other legal expenditures from the other party.

Entire agreement

This Agreement sets forth the entire Agreement and understanding between the Parties and supersedes all prior agreements between them relating to the subject matter of this Agreement. This Agreement may not be altered, amended, modified, discharged, assigned or otherwise transferred by either party except by an agreement in writing signed by both Parties.

Validity

This Agreement shall be for a couple of months and maintain its integrity should a provision (or any part thereof) be claimed unenforceable by a court of competent jurisdiction due to invalidity or conflict with any relevant law, and the unenforceable provision shall be construed in such a way as to preserve the intent for which it was created.

Force majeure

Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control.

Notices

Any notice required by or given in connection with this Agreement shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid or recognised overnight delivery services to the following addresses:

Company’s address:

1818H Street

NW Washington

USA

DC 20433

Recipient’s address:

125 West Streeet

Johannesburg

South Africa

2000

IN WITNESS WHEREOF, the Parties hereto agree to the terms and conditions of this Agreement as of the date set forth below.

Company

Representative’s signature: ________________ Date: _________________ Representative’s printed name: _________________ Representative’s title: _______________ Recipient
Recipient’s signature: ____________________ Date: _________________ Recipient’s printed name: ______________________ Representative’s title: ______________