1. Purpose

The Parties may exchange confidential information to evaluate, scope, or deliver services (including infrastructure, support, and related commercial terms). Use of such information is limited to that purpose unless the disclosing Party agrees otherwise in writing.

2. Confidential information

“Confidential information” means non-public technical, commercial, or operational information disclosed by one Party to the other, whether oral, visual, electronic, or in writing, including business plans, pricing discussions, architectures, credentials, network layouts, identities of suppliers or customers where not already public, and personal information subject to POPIA.

It does not include information the receiving Party can show: (a) was public without breach; (b) was lawfully received from a third party without restriction; (c) was independently developed; or (d) must be disclosed by law or a competent regulator (with reasonable notice to the other Party where permitted).

3. Obligations

• Each Party holds the other’s Confidential information in confidence and protects it using no less care than it uses for its own similar material (and in any event reasonable care).
• Disclosure to employees, contractors, or professional advisers is permitted on a strict need-to-know basis under equivalent confidentiality obligations.
• No licence to intellectual property is granted except as needed to receive the disclosed information for the Purpose.

4. Duration

Confidentiality obligations survive for three (3) years after the later of termination of discussions or cessation of applicable services relating to that information, except that trade secrets and personal information protections continue for so long as the information qualifies under law.

5. Return and retention

On request, each Party will return or destroy copies of Confidential information (excluding automated backups and records required for law or bona fide IT operations), and may retain minimal records where statute, accounting, or dispute resolution requires.

6. No partnership; governing approach

This NDA does not create a partnership or agency. It should be read together with the Master SLA, Privacy policy, and any executed order or statement of work. South African law applies where the Parties have not agreed otherwise in a signed contract.