Isabella Jewellers & Refiners

NON DISCLOSURE AGREEMENT

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) made this
day of, (______________) by and between
Isabella Jewellers & Refiners (Pty) Ltd and


(collectively, the “Parties” and each individually a “Party”).
The Parties are exploring the possibility of engaging in one or more mutually beneficial business
relationships (collectively, the “Business Relationship”). The Parties recognize that in the course of
their discussions to further the Business Relationship, it will be necessary for each Party to disclose
to the other certain Confidential Information (as defined below). Each Party desires to set forth the
terms that apply to such Confidential Information.
NOW, THEREFORE, for and in consideration of the foregoing, of the promises and covenants set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties do hereby agree as follows:

  1. The Parties shall
    (i) use reasonable efforts to maintain the confidentiality of the
    information and materials, whether oral, written or in any form whatsoever, of the other that may
    be reasonably understood, from legends, the nature of such information itself and/or the
    circumstances of such information’s disclosure, to be confidential and/or proprietary thereto or to
    third parties to which either of them owes a duty of nondisclosure (collectively, “Confidential
    Information”)
    (ii) take reasonable action in connection therewith, including without limitation at least the action
    that each takes to protect the confidentiality of its comparable proprietary assets.
    (iii) to the extent within their respective possession and/or control, upon termination of this
    Agreement for any reason, immediately return to the provider thereof all Confidential Information
    not licensed or authorized to be used or enjoyed after termination or expiration hereof, and
    (iv) with respect to any person to which disclosure is contemplated, require such person to execute
    an agreement providing for the treatment of Confidential Information set forth in clauses through
  2. The foregoing shall not require separate written agreements with employees and agents
  3. already subject to written agreements substantially conforming to the requirements of
  4. this Section nor with legal counsel, certified public accountants, or other professional
  5. advisers under a professional obligation to maintain the confidences of clients.
  6. Not with-standing the foregoing, the obligation of a person to protect the confidentiality of any
    information or materials shall terminate as to any information or materials which:
    (i) are, or become, public knowledge through no act or failure to act of such person;
    (ii) are publicly disclosed by the proprietor thereof;
    (iii) are lawfully obtained without obligations of confidentiality by such person from a
    third party after reasonable inquiry regarding the authority of such third party to possess and
    divulge the same;
    (iv) are independently developed by such person from sources or through persons that such person
    can demonstrate had no access to Confidential Information; or (v) are lawfully known by such person
    at the time of disclosure other than by reason of discussions with or disclosures by the Parties.
  7. All Confidential Information delivered pursuant to this Agreement shall be and remain the
    property of the disclosing Party, and any documents containing or reflecting the Confidential
    Information, and all copies thereof, shall be promptly returned to the disclosing Party upon written
    request, or destroyed at the disclosing Party’s option. Nothing herein shall be construed as granting
    or conferring any rights by license or otherwise, express or implied, regarding any idea made,
    conceived or acquired prior to or after the Effective Date, nor as granting any right with respect to
    the use or marketing of any product or service. The Parties shall use the Confidential Information
    only for the Business Relationship.
  8. The obligations of the Parties under this Agreement shall continue and survive the completion or
    abandonment of the Business Relationship and shall remain binding for a period of one (1) years
    from the Effective Date.
  9. As a violation by either Party of this Agreement could cause irreparable injury to the other Party
    and as there is no adequate remedy at law for such violation, the non-breaching Party may, in
    addition to any other remedies available to it at law or in equity, enjoin the breaching Party in a
    court of equity for violating or threatening to violate this Agreement. In the event either Party is
    required to enforce this Agreement through legal action, then it will be entitled to recover from the
    other Party all costs incurred thereby, including without limitation, reasonable attorney’s fees.
  10. Neither Party makes any representation or warranty with respect to any Confidential Information
    disclosed by it, nor shall either Party or any of their respective representatives have any liability
    hereunder with respect to the accuracy or completeness of any Confidential Information or the use
    thereof.
  11. Any provision of this Agreement held or determined by a court (or other legal authority) of
    competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed
    separate, distinct and independent, and shall be ineffective to the extent of such holding or
    determination without
  12. (i) invalidating the remaining provisions of this Agreement in that jurisdiction or
  13. (ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction.
  14. Any notice required or permitted to be given hereunder shall be (a) in writing, (b) effective on the
    first business day following the date of receipt, and (c) delivered by one of the following means:
    (i) by personal delivery.
    (ii) by prepaid, overnight package delivery or courier service; or
    (iii) via e mail.
    All notices given under this Agreement shall be addressed to the addresses stated at the outset of
    this Agreement, or to new or additional addresses as the Parties may be advised in writing.
  15. This Agreement is to be governed by and construed in accordance with the laws. Neither Party
    shall be deemed to waive any of its rights, powers or remedies hereunder unless such waiver is in
    writing and signed by said Party. This Agreement is binding upon and inure to the benefit of the
    Parties and their successor and assigns.
  16. This Agreement constitutes the entire agreement and understanding of the Parties with respect to
    the subject matter hereof, and is intended as the Parties’ final expression and complete and
    exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements,
    representations, promises and understandings, whether written or oral. Neither Party is to be bound
    by any pre-printed terms appearing in the other Party’s form documents, tariffs, purchase orders,
    quotations, acknowledgments, invoices, or other instruments. This Agreement may be amended or
    modified only by an instrument in writing signed by both Parties.
  17. GRIEVANCE/ COMPLAINTS POLICY / PROCEDURES
    Isabella Jewellers & Refiners (Pty) Ltd has a grievance / complaints policy which states it
    is normal for conflicts, complaints, grievances, disputes and disagreements to arise in
    business practises and that their resolution may contain valuable lessons for the
    further development of a business relationship that is fair to all and free of unfair
    discrimination and harassment. This policy is in place at Isabella Jewellers & Refiners
    (Pty) Ltd to ensure that business partners and employees who feel aggrieved shall have
    an opportunity to raise those grievances / complaints and to have them resolved in a
    fair and expeditious manner. Please request for grievance / complaints from HR
    department at Isabella Jewellers & Refiners (Pty) Ltd.
  18. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
  19. authorized heads of Management on the day and year first above written.

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