Non-disclosure agreement

Last updated: 2022-04-15

Your data in safe hands

This non-disclosure agreement (“agreement”) is made on 2020-05-02, between Eelvating Truth (“Ministry”, “Company”) and it’s site users (“Site user(s)”) to protect certain confidential information being disclosed between the Ministry (Company) and the Site users, solely for the purpose of Safe guarding user details (“Purpose”). The Ministry and its Site users may be referred to in this agreement individually as a “party” and collectively as “parties”.

This non-disclosure agreement is applicable to the web site(s) (“Sites”) functioning under Elevating Truth Online Ministry. These sites are listed below:

elevatingtruth.co.za
elevatingtruth.org

1. Confidential Information. “Confidential Information” means the proprietary information exchanged between parties, which includes, without limitation, information (tangible or intangible) regarding a party’s technology, software code, software source documents, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information, which is (i) marked “confidential” or “proprietary” at the time of disclosure by the party disclosing it; or (ii) by its nature or content is reasonably distinguishable as confidential or proprietary to the party receiving the Confidential Information.

2. Nondisclosure of Confidential Information. Subject to clause 3 (Permitted disclosure), the Ministry agrees to hold Confidential Information in confidence and to not use or disclose it to a third party for a period of one (1) year from the date of initial disclosure of Confidential Information, and will use Confidential Information of the Company only for the Purpose intended. Site users will also protect such Confidential Information with at least the same degree of care that the Ministry uses to protect its own Confidential Information, but in no case, less than reasonable care (including reasonable security measures) to prevent the unauthorized use, dissemination or publication of Confidential Information.

The Ministry must promptly notify the Site user(s) of any misuse, misappropriation or unauthorized disclosure of Confidential Information of the Site user(s) which may come to the Ministry’s attention.

The Ministry may disclose Confidential Information to its employees, agents, financial advisers and independent contractors with a need-to-know, only as necessary to fulfill the Purpose and provided such parties have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained in this agreement.

3. Permitted disclosure. Information disclosed under this agreement will not be considered Confidential Information, if the Ministry can prove that such information:

3.1. was in the public domain prior to the time of disclosure or has entered the public domain through no fault of the Ministry;

3.2. was known to the Ministry, without restriction, at the time of disclosure;

3.3. was independently developed by the Ministry without use of or reference to Confidential Information;

3.4. is rightfully disclosed to the Ministry by a third party without confidentiality restrictions;

3.5. is disclosed with the prior written approval of the Ministry; or

3.6. is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Site user(s) will (i) notify the Ministry in writing of the requirement for disclosure, unless notice is prohibited by law; and (ii) disclose only that portion of Confidential Information legally required.

4. Return of information. Upon request of the Ministry, Site user(s) will promptly return or certify the destruction of Confidential Information and all authorized copies thereof.

5. No rights to Confidential Information granted. The Ministry will retain all right, title and interest to its Confidential Information. This agreement does not grant to Site user(s) patent, copyright or other intellectual property right that has issued or that may issue, based on Confidential Information or other rights, except the limited right to use Confidential Information for Purpose.

Nothing in this agreement creates or will be deemed to create any employment, joint venture, or agency between Parties.

Nothing in this agreement requires the Ministry to enter into any transaction with Site user(s) in connection with which Confidential Information may be disclosed.

6. No reverse engineering. The Ministry will not modify, reverse engineer, de-compile, reproduce, create other works from or disassemble any software programs contained in Confidential Information of Site user(s). Any reproduction by the Ministry of any Confidential Information of the Site user(s) will remain the property of the Ministry.

7. No warranty. All Confidential Information is provided “as is” for use by Site user(s) at its own risk. The Company disclaims any warranties, express, implied, statutory or otherwise, regarding Confidential Information, including without limitation, any warranties of title, merchant ability, fitness for a particular purpose or non-infringement.

8. No Publicity. The Ministry will not without the prior consent of the Site user(s), disclose to any person the fact that Confidential Information of the Site user(s) have been or may be disclosed under this agreement, that discussions or negotiations are taking place between the parties, or any of the terms, conditions, status or other facts with respect to this agreement, except as required by law.

9. Term. This agreement will terminate 1 year after the date of this agreement, or may be terminated by the Ministry at any time upon thirty (30) days written notice to the Site user(s). The Ministry’s obligations under this agreement will survive termination of this agreement and will be binding upon the Ministry’s heirs, successors, and assigns.

10. Remedies. Site user(s) agree that due to the unique nature of the Ministry’s Confidential Information, any breach of this agreement may result in irreparable damage to the Ministry for which monetary damages would be an inadequate remedy. Therefore, in addition to any other remedies that may be available, in law, in equity or otherwise, The Ministry will be entitled to obtain injunctive relief against the threatened breach of this agreement or the continuation of any such breach by the Ministry.

11. Governing law. This agreement will be governed by the laws of South Africa, which governing law applies to agreement, without giving effect to principles of conflicts of law.

12. Final provisions.

12.1. This agreement constitutes the entire agreement between the parties (the Ministry and Site user(s) respectively), with respect to its subject matter and supersedes all prior agreements between the parties regarding the same subject matter.

12.2. This agreement can only be modified after year 1 comes to a close, unless the Ministry posts a notice on the homepage of each of the site(s) that the conditions have been altered solely for the purpose of keeping the Site user(s) details confidential.

12.3. Failure to enforce any provisions of this agreement will not constitute a waiver.

12.4. If any provision is unenforceable, the other provisions will remain effective.

12.5. Parties may execute this agreement in counterparts, which taken together will constitute one instrument.

12.6. The Ministry may assign any of its rights and obligations under this agreement. Site user(s) may not assign, whether voluntarily or by operation of law, any of its rights and obligations under this agreement, except with the prior written consent of the Ministry.