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NEWPOINT PROPERTY GROUP (PTY) LTD trading as NEWPOINT PROPERTY INVESTMENTS REGISTRATION NUMBER: 2017/529114/07 (“DISCLOSING PARTY”)

NON-DISCLOSURE AGREEMENT

1. DEFINITIONS
1.1 In this Agreement, unless inconsistent with the context, the following words and phrases shall have the respective meanings assigned to them:
1.1.1 “Agreement” means this written document, together with all written appendices, annexures, exhibits or amendments attached to it from time to time;
1.1.2 “Associated Company” means any company which belongs to a Party’s group of companies as defined in the Companies Act, No 71 of 2008, and shall include any related or inter-related person, or person controlling such Party, as defined in the Companies Act, No 71 of 2008;
1.1.3 “Business Day” means any day other than a day falling on a weekend or official public holiday within the Republic of South Africa;
1.1.4 “Confidential Information” means, except for the exclusions contained in clause 6, all information included in clause 5;
1.1.5 “Disclosing Party means the Party which provides or discloses Confidential Information”;
1.1.6 “Disclosing Purpose” means the purpose set out in clause 4;
1.1.7 “Parties” means a reference to the Disclosing Party and, Receiving Party and “Party” shall be a reference to any one of them, as the context requires;
1.1.8 “Receiving Party” means the Party which receives Confidential Information;
1.1.9 “Signature Date” means the date of signature of this Agreement by the Receiving Party;
1.2 If any provision in a definition is a substantive provision, conferring rights or imposing obligations on any Party, notwithstanding that such provisions are only contained in the relevant definition, effect shall be given thereto as if such provision were a substantive provision in the body of this Agreement.
1.3 Unless inconsistent with the context, an expression which denotes:
1.3.1 any gender includes the other genders;
1.3.2 a natural person includes an artificial person and vice versa;
1.3.3 the singular includes the plural and vice versa.
1.4 The schedules to this Agreement form an integral part hereof and words and expressions defined in this Agreement shall bear, unless the context otherwise requires, the same meaning in the schedules.
1.5 Where a number of days are prescribed, it shall consist only of Business Days and shall be reckoned exclusively of the first and inclusively of the last day.
1.6 Where the day upon or by which any act is required to be performed is not a Business Day, the Parties shall be deemed to have intended such act to be performed upon or by the first Business Day thereafter.
1.7 Any reference to the period, currency, un-expired period, termination or date of termination of this Agreement, shall include any renewal or extension thereof.
1.8 Any reference to the Parties shall include is successors-in-title and its respective agents, employees, servants, contractors and workmen.
1.9 If figures referred to in numerals and words, the words shall prevail in the event of any conflict between the two.
1.10 The headnotes to the clause in this Agreement are inserted for reference purposes only and shall in no way govern the construction or interpretation hereof.

2. COMMENCEMENT AND DURATION
2.1 If Save to the extent expressly provided for in this Agreement, all of the Receiving Party’s obligations in terms of this Agreement shall commence on the Signature Date, or to the extent that any Confidential Information has been disclosed by the Disclosing Party prior to the Signature Date, this Agreement shall be deemed to have commenced on the date on which the first disclosure was made.
2.2 This Agreement shall endure for a period of 6 (six) months following the date of the last disclosure of Confidential Information by the Disclosing Party.

3. DISCLOSING PURPOSE
3.1 The Receiving Party has engaged in discussions concerning a possible transaction and desire to receive Confidential Information of the Disclosing Party for evaluation purposes.

4. CONFIDENTIAL INFORMATION
4.1 Confidential Information means all information of any nature, including but not limited to legal, technical and/or commercial information, disclosed or otherwise made available to the Receiving Party for the Disclosing Purpose whether directly, indirectly, orally or in writing, including but not limited to information disclosed through the supply of legal, commercial and/or technical documents and/or correspondence, through the supply of drawing or specifications, through the granting of permission to inspect any premises or plant, or through any other means whatsoever.
4.2 Without derogating from the generality of clause 5.1 above, the Parties agree that the confidential information shall include, but not be limited to:
4.2.1 All agreements whether in writing or not which exist at the time of revealing the content thereof to the Receiving Party and the content of all possible future agreements which the Disclosing Party intends to enter into with any other party;
4.2.2 all knowledge obtained by way of research and development, irrespective of whether the aforementioned information that is revealed is applicable to technical, business or financial aspects of the Disclosing Party;
4.2.3 all commercially sensitive information, including but not limited to Supplier lists, customer lists, SG diagrams, General Plan drawings, trade secrets, business strategies, business or financial data and details of any licences, certificates and/or permits held; contracts, inspection reports, and any legal correspondence related to the property;
4.2.4 all Property related information including but not limited to lease agreements; rates account information; Information regarding the property’s purchase price, mortgage details; sellers personal information (name; contact details)
4.2.5 analyses, concepts, compilations, studies and other material prepared by or in possession or control of the Receiving Party which contain or otherwise reflect or are generated from any Confidential Information;
4.2.6 any fault or defect in any aspect of the business of the Disclosing Party or any third party, irrespective of whether the Disclosing Party knows about such a fault or defect;
4.2.7 all correspondence exchanged between the Parties for the Disclosing Purpose; and/or
4.2.8 any dispute between the Parties resulting from this Agreement.
4.3 The amount of, and the form in which, the Confidential Information is to be disclosed to the Receiving Party shall be in the sole discretion of the Disclosing Party. This Agreement shall not be construed as imposing any obligation on the Disclosing Party to disclose any Confidential Information to the Receiving Party
4.4 The Disclosing Party gives no warranty of accuracy, reliability, completeness, merchantability or fitness for any purpose in respect of the Confidential Information.
4.5 All Confidential Information disclosed to the Receiving Party shall remain the property of the Disclosing Party.




4.6 The disclosure of information in terms of this Agreement shall not be construed as any binding commitment by the Disclosing Party to enter into any further agreements regarding any commercial transaction and/or project with the Receiving Party or any other third party whatsoever.

5. OBLIGATIONS OF THE RECEIVING PARTY
5.1 The Receiving Party recognises and acknowledges the proprietary and confidential nature of the Confidential Information. The Receiving Party accordingly undertakes to hold in strict confidence any Confidential Information disclosed to it by the Disclosing Party. Without in any way derogating from the aforesaid, the Receiving Party undertakes that it shall:
5.1.1 use the Confidential Information only for the Disclosing Purpose;
5.1.2 not disassemble, decompile or otherwise reverse engineer any samples, photocopies, software or other tangible objects provided;
5.1.3 not contact the Sellers or any of their representatives;
5.1.4 treat and safeguard the Confidential Information as private and confidential;
5.1.5 ensure proper and secure storage of all Confidential Information;
5.1.6 not at any time without the prior written consent of the Disclosing Party:
5.1.6.1. disclose or reveal the Confidential Information to any other person or party whatever, other than employees and professional services providers including financiers, attorneys, and accountants of the Receiving Party, who are in each case required in the course of their duties to receive and consider the same for the Disclosing Purpose and who shall be made aware of the obligations of the Receiving Party to observe the same restrictions on the use of the Confidential Information as are contained in this Agreement and in respect of whom the undertakings of the Receiving Party as contained in this Agreement shall apply and, if required by the Disclosing Party, the Receiving Party shall take such steps as may be reasonably desirable to enforce such obligations.
5.2 Notwithstanding any lesser degree of protection that may otherwise be permissible hereunder, where any Confidential Information may be subject to any statute, regulation, by-law, code, ordinance, decree or any rule of any stock exchange on which the Disclosing Party may be listed, the Receiving Party shall, and hereby undertakes to, take all measures as may be required by such regulations to protect the Confidential Information.
5.3 The Receiving Party undertakes that it shall not create the impression or lead any third party to interpret or construe that this Agreement is an agency agreement and/or partnership agreement and/or joint venture and/or any other similar arrangement.

6. RETURN OF DOCUMENTATION AND CONFIDENTIAL INFORMATION
6.1 Upon the termination of this Agreement for any reason whatsoever, on the termination and/or expiration of the contractual relationship between the Parties regarding the Disclosing Purpose, or on the written request of the Disclosing Party at any time, the Receiving Party shall:
6.1.1 return promptly to the Disclosing Party all Confidential Information supplied to it pursuant to this Agreement, together with all copies /reproductions in whatsoever form made in respect thereof, or in lieu thereof if so authorised in writing by the Disclosing Party, destroy all such written Confidential Information and certify such destruction to the Disclosing Party without retention of any copies thereof; and
6.1.2 modify any materials in its possession or under its control that embody or embrace any Confidential Information to ensure that no Confidential Information is retained under the control or possession of the Receiving Party, its employees and/or agents.

7. STIPULATIO ALTERI REGARDING CONFIDENTIALITY
7.1 The undertaking, confirmations, indemnities and/or acknowledgments provided in relation to the confidential information are given by the Receiving Party in favour of the Disclosing Party and to the extent applicable to each of the Disclosing Party’s Associated Companies, each which shall be deemed an “Interested Party” for the purposes of this clause 7. Accordingly, to the extent applicable the abovementioned provisions constitute a stipulatio alteri or a contract for the benefit of each Interested Party, and any benefit to an Interested Party shall be capable of express or implied acceptance at any time by any or all such Interested Parties who may then enforce such provisions as though they were parties to it.
7.2 Except to the extent expressly stated to the contrary in clause 7.1, this agreement does not confer create any rights on any other person or entity.
7.3 Notwithstanding the provisions of this clause 7 the Parties hereto may amend this Agreement in terms of the applicable provisions without obtaining the consent of the Interested Parties notwithstanding that any such amendment may relate to the benefits conferred on such Interested Parties.

8. RELATIONSHIP
8.1 The relationship between the Parties shall be governed by the terms of this Agreement, and nothing contained herein shall be deemed to constitute a partnership or joint venture between the Parties, or constitute one Party to act as the agent of the other for any purpose unless expressly authorised in terms of the provisions hereof.

9. GENERAL WARRANTIES
9.1 Each Party warrants to and in favour of the others that, save where an action is expressly incorporated as a condition precedent to this Agreement:
9.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;
9.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; and
9.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not:
9.1.3.1 contravene any law or regulation to which it is subject;
9.1.3.2 contravene provision of its constitutional documents; or
9.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.

10. BREACH
10.1 Without prejudice to any other remedies which either of the Parties may otherwise have in terms of the Agreement or at law, should the Receiving Party be in breach of any provisions of this Agreement whatsoever and fail to remedy the breach within 24 (twenty four) hours from the receipt of written notice to do so, irrespective of the materiality of such provision, the Disclosing Party shall be entitled to claim immediate specific performance of all the Receiving Party’s obligations in terms of this Agreement. It is agreed that any unauthorised use or disclosure by the Receiving Party of any of the Confidential Information will cause the Disclosing Party to suffer severe damages and a liquidated damages amount of R1 000 000.00 (One million rand) is hereby agreed upon as fair compensation for such breach.

11. GENERAL
11.1 GOVERNING LAW
11.1.1 This Agreement shall be governed, interpreted and construed in accordance with the laws of the Republic of South Africa.
11.1.2 The Parties hereby irrevocably consent and submit to the non exclusive jurisdiction of the South Gauteng High Court, South Africa, in regards to all matters arising from this Agreement.

11.2 WHOLE AGREEMENT
11.2.1 This document contains the entire Agreement between the Parties in regard to the subject matter hereof.
11.2.2 No Party shall be bound by, or have any claim or right of action arising from, any express and/or tacit and/or implied term, undertaking, representation, warranty, promise or the like not included or recorded in this Agreement, whether it induced the contract and/or whether negligent or otherwise.

11.3 NON VARIATION
11.3.1 No variation, modification, amendment or agreed cancellation of all or any terms of this Agreement including this non variation clause, part or annexure thereto, or consent to any departure therefrom, shall in any way be of any force or effect, unless agreed in writing and signed by the Parties, and then such variation, modification, amendment or consent shall be effective only in the specific instance and for the purpose and to the extent for which it is made or given.

11.4 NON-WAIVER
11.4.1 The failure by any Party to enforce any provision of this Agreement or right arising out of or in connection with this Agreement shall not constitute a waiver of such provision or right or affect in any way such Party’s right to require the performance of such provision at any time in the future, nor shall a waiver of a subsequent breach nullify the effectiveness of the provision itself.
11.4.2 No settlement of any disputes arising under this Agreement and no latitude, extension of time, waiver or other indulgence of any of the provisions or terms of this Agreement shall be binding or have any force and effect unless reduced to writing and signed by or on behalf of the Parties. Any such latitude, extension of time, waiver or other indulgence which is so given or made shall be construed as relating strictly to the matter in respect whereof it was made or given and shall not operate as an estoppel against any Party in respect of its rights under this Agreement.
11.5 RIGHTS ACCRUED PRIOR TO TERMINATION
11.5.1 The expiry or termination of this Agreement shall not prejudice the rights of any Party accrued in respect of any breach or non-performance by any other Party of any of the terms or conditions hereof prior to the expiry or termination hereof and shall not affect the rights of the Parties which specifically or by their nature survives the termination of the Agreement.

11.6 REMEDIES NON EXCLUSIVE
11.6.1 The remedies specified in or under this Agreement are not exclusive and are in addition to any other rights and remedies available to any Party at law.

11.7 INDIVISIBILITY
11.7.1 This Agreement shall be indivisible, save that should it transpire that any part or parts thereof are invalid or unenforceable, such invalid or unenforceable parts shall be severable so that the remaining parts which are valid and enforceable shall remain valid and shall not also be tainted by such invalidity or unenforceability.

11.8 ASSIGNMENT
11.8.1 Save as expressly provided for in terms of this Agreement, no Party shall be entitled to cede, assign, delegate or otherwise transfer all or any of its rights, interest or obligations under and in terms of this Agreement without the prior written consent of the other Parties.

11.9 INCLUSION OF ELECTRONIC SIGNATURE
11.9.1 Any document to be in writing signed by a Party, shall include any form of electronic signature and electronic mail.