THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the
    “Agreement”) made this day of by and between GIFTS OF AFRICA (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 recognise
    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”)
    Unit 11 Sunnyrock Business Park, 2 Sunnyrock Close, Germiston
    Reg `no, 2018/086104/07
    Tel no. 063-655-9933
    Webpage: giftsofafrica.co.za
    • (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 authorised 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 (i)-(iv).
    The foregoing shall not require separate written agreements with employees and agents
    already subject to written agreements substantially conforming to the requirements of this
    Section nor with legal counsel, certified public accountants, or other professional advisers
    under a professional obligation to maintain the confidences of clients.
    2. 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.
    3. 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.
    4. 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.
    5. 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 nonbreaching 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
    6. 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.
    7. 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.
    8. 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
    (i) invalidating the remaining provisions of this Agreement in that jurisdiction or
    (ii) affecting the legality, validity or enforceability of such provision in any other
    jurisdiction.
    9. 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.
    10. 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.
    11. 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.
    IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
    duly authorized heads of Management on the day and year first above written.

    By: ,

    Your Signature

    AND

    B la Grange
    GIFTS OF AFRICA (PTY) LTD
    Director

    Date: