Non-Disclosure Agreement

This Non-Disclosure Agreement (“Agreement”) is made and entered into on this ___ day of ________________ 20___.

Skunkworks Academy and the Receiving Party are collectively referred to as the “Parties”.

1. Purpose

Skunkworks Academy may disclose certain confidential, proprietary, commercial, technical, operational, educational, training, business, financial, client, partner, courseware, platform, systems, pricing, methodology, strategic, or other non-public information to the Receiving Party for the purpose of evaluating, discussing, performing, supporting, or entering into a business, training, consulting, subcontracting, partnership, vendor, client, or related commercial relationship.

2. Confidential Information

For purposes of this Agreement, “Confidential Information” includes, but is not limited to:

1. business plans, strategies, proposals, pricing, quotations, margins, financial information, revenue information, pay rates, billing rates, and commercial models;
2. client lists, partner lists, supplier details, learner information, delegate information, contractor information, and stakeholder records;
3. course materials, training content, labs, assessments, outlines, learning paths, certification materials, methodologies, templates, and educational resources;
4. software, systems, platforms, portals, source code, scripts, workflows, automation processes, technical documentation, and data;
5. marketing plans, sales pipelines, business opportunities, proposals, campaigns, and go-to-market strategies;
6. trade secrets, know-how, operational procedures, internal processes, policies, manuals, and proprietary methods;
7. any information disclosed orally, visually, electronically, in writing, by demonstration, by access to systems, or by any other means that is confidential by nature or would reasonably be understood to be confidential.

3. Obligations of the Receiving Party

The Receiving Party agrees that it shall:

1. hold all Confidential Information in strict confidence;
2. not disclose Confidential Information to any third party without the prior written consent of Skunkworks Academy;
3. not copy, reproduce, distribute, publish, reverse engineer, commercialise, or otherwise exploit the Confidential Information except as expressly authorised in writing;
4. use the Confidential Information solely for the purpose for which it was disclosed;
5. restrict access to Confidential Information only to its employees, directors, officers, contractors, agents, or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those contained in this Agreement;
6. take reasonable technical, organisational, and administrative measures to protect the Confidential Information from unauthorised access, loss, misuse, disclosure, or damage;
7. immediately notify Skunkworks Academy if it becomes aware of any unauthorised access, disclosure, loss, breach, or suspected compromise of Confidential Information.

4. Exclusions

Confidential Information shall not include information that the Receiving Party can prove:

1. was lawfully known to the Receiving Party before disclosure by Skunkworks Academy;
2. becomes publicly available through no breach of this Agreement by the Receiving Party;
3. is lawfully received from a third party without restriction and without breach of any confidentiality obligation;
4. is independently developed by the Receiving Party without use of or reference to Skunkworks Academy’s Confidential Information;
5. is required to be disclosed by law, court order, regulatory authority, or lawful administrative process, provided that the Receiving Party gives Skunkworks Academy prompt written notice, where legally permitted, so that Skunkworks Academy may seek protective relief or oppose such disclosure.

5. Return or Destruction of Confidential Information

Upon request by Skunkworks Academy, or upon termination of the relationship between the Parties, the Receiving Party shall immediately return, delete, or destroy all Confidential Information in its possession or control, including all copies, extracts, summaries, notes, records, backups, and derivative materials.

Skunkworks Academy may require written confirmation from the Receiving Party that such return, deletion, or destruction has been completed.

6. No Licence or Transfer of Rights

Nothing in this Agreement grants the Receiving Party any licence, ownership right, intellectual property right, or other interest in the Confidential Information.

All Confidential Information, including any intellectual property, courseware, training materials, documentation, methodologies, systems, data, and derivative works based on such information, shall remain the property of Skunkworks Academy or its relevant licensors, clients, or partners.

7. Intellectual Property

The Receiving Party acknowledges that all intellectual property disclosed or made available by Skunkworks Academy remains the sole and exclusive property of Skunkworks Academy or its relevant owner.

The Receiving Party shall not use Skunkworks Academy’s name, logos, trade marks, course content, training materials, client references, partner details, or proprietary materials without prior written permission.

8. Data Protection

Where Confidential Information includes personal information, the Receiving Party shall process such information only as authorised by Skunkworks Academy and in accordance with applicable South African data protection laws, including the Protection of Personal Information Act, 4 of 2013, where applicable.

The Receiving Party shall not transfer, disclose, sell, share, or otherwise process personal information for any unauthorised purpose.

9. Remedies

The Receiving Party acknowledges that unauthorised disclosure or misuse of Confidential Information may cause irreparable harm to Skunkworks Academy, for which monetary damages may not be an adequate remedy.

Skunkworks Academy shall therefore be entitled to seek urgent interim, interdictory, injunctive, equitable, or other appropriate relief from a competent court, in addition to any other rights or remedies available under law.

10. Term

This Agreement shall commence on the date of signature by the Parties and shall remain in effect for a period of ___ years.

The confidentiality obligations in this Agreement shall survive termination or expiry of this Agreement for a period of ___ years, or for as long as the information remains confidential by nature, whichever is longer.

11. No Obligation to Proceed

Nothing in this Agreement obligates either Party to proceed with any transaction, engagement, partnership, employment, subcontracting arrangement, training delivery, consulting assignment, or commercial relationship.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.

The Parties consent to the jurisdiction of the competent courts of the Republic of South Africa for any dispute arising from or relating to this Agreement.

13. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the protection of Confidential Information and supersedes all prior discussions, representations, agreements, or understandings relating to the subject matter of this Agreement.

14. Severability

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect.

15. Waiver

No failure or delay by Skunkworks Academy in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy.

16. Notices

All notices under this Agreement shall be in writing and delivered by hand, courier, registered mail, or email to the addresses provided by the Parties.