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NEFTALY CORPORATE

NON-DISCLOSURE AGREEMENT (NDA)

(Confidentiality and Information Protection Agreement)

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This Non-Disclosure Agreement (“Agreement”) is entered into on this ___ day of __________ 20___

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BETWEEN

NEFTALY CORPORATE

A company duly registered in the Republic of South Africa
(hereinafter referred to as “NEFTALY”)

AND

Receiving Party

Company / Individual Name: __________________________
Registration / ID Number: ___________________________
Address: ___________________________________________

(hereinafter referred to as “Receiving Party”)

NEFTALY and the Receiving Party shall collectively be referred to as “the Parties.”

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1. PURPOSE

The purpose of this Agreement is to protect confidential, proprietary, commercial, technical and operational information disclosed during discussions relating to:

• Strategic partnerships
• Distribution agreements
• Energy technology deployment
• Commercial negotiations
• Installation programmes
• Investment or financing discussions
• Government and infrastructure projects

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2. DEFINITION OF CONFIDENTIAL INFORMATION

Confidential Information includes, but is not limited to:

• Business strategies
• Technical specifications
• Product designs and systems
• Pricing structures
• Financial information
• Client databases
• Marketing strategies
• Installation methodologies
• Supplier information
• Trade secrets
• Intellectual property
• Project documentation

Information may be disclosed verbally, electronically, visually or in writing.

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3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to:

✅ Maintain strict confidentiality
✅ Use information solely for agreed purposes
✅ Prevent unauthorized disclosure
✅ Protect information with reasonable security measures
✅ Limit access to authorized personnel only
✅ Not copy or reproduce information unnecessarily

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4. NON-DISCLOSURE

The Receiving Party shall not disclose Confidential Information to any third party without prior written consent from NEFTALY.

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5. NON-CIRCUMVENTION

The Receiving Party agrees not to:

• Bypass NEFTALY in commercial dealings
• Engage directly with NEFTALY clients, suppliers, or partners introduced during engagement
• Exploit disclosed opportunities independently

This obligation remains valid during the Agreement and for 24 months thereafter.

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6. DATA PROTECTION & POPIA COMPLIANCE

Both Parties agree to comply with:

• Protection of Personal Information Act (POPIA) – South Africa
• Applicable international data protection laws

Personal or corporate data shall be processed only for lawful purposes.

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7. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that:

• Is publicly available
• Was lawfully known prior to disclosure
• Is independently developed
• Is required to be disclosed by law or court order

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8. INTELLECTUAL PROPERTY

All intellectual property disclosed remains the sole property of NEFTALY or its partners.

No license or ownership rights are transferred under this Agreement.

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9. SECURITY MEASURES

The Receiving Party shall implement safeguards including:

• Secure storage systems
• Access controls
• Password protection
• Controlled document handling

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10. TERM

This Agreement shall remain valid for:

Five (5) Years

Confidentiality obligations survive termination.

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11. RETURN OR DESTRUCTION OF INFORMATION

Upon request or termination, the Receiving Party shall:

• Return all confidential materials, or
• Permanently destroy such materials and confirm destruction in writing.

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12. BREACH

Unauthorized disclosure shall constitute material breach and may result in:

• Immediate termination
• Legal action
• Injunctive relief
• Financial damages recovery

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13. NO PARTNERSHIP CREATED

This Agreement does not constitute:

• Partnership
• Joint venture
• Employment relationship
• Agency authority

unless separately agreed in writing.

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14. GOVERNING LAW

This Agreement shall be governed by the laws of:

Republic of South Africa

Disputes shall be resolved through negotiation, mediation, or arbitration.

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15. ENTIRE AGREEMENT

This Agreement represents the entire confidentiality understanding between the Parties.

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16. AUTHORIZED COMMUNICATION

Official Communication Contact:

Saki Kweba
Partnership Communications Officer
Neftaly Corporate

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17. SIGNATURES

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FOR NEFTALY CORPORATE

Name: Neftaly Malatjie
Title: Chief Executive Officer

Signature: _______________________
Date: ___________________________

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FOR RECEIVING PARTY

Name: ___________________________
Title: ___________________________

Signature: _______________________
Date: ___________________________

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