Question 1 [28]

You are the project manager for ABC Software Enterprises (Ltd) and have been appointed to

project manage a large project for the World Bank, namely a new client data base security

system. Due to the confidentiality and importance of the information that the project team

members will be receiving from the World Bank, the bank provided you with the non[1]disclosure agreement below.

1. Analyse the agreement and provide feedback on the content and state if you agree

with the detail. Your answer should provide your findings under separate headings.

CLIENT DATABASE - NON-DISCLOSURE AGREEMENT

This CLIENT DATABASE - NON-DISCLOSURE AGREEMENT (hereinafter known as the

"Agreement") between UAE Bank (hereinafter known as the "Company"), Registration number:

2563625DC, and DAC Enterprises (LTD) (hereinafter known as the "Recipient") becomes

effective as of this 12th day of June 2021 (hereinafter known as the "Effective Date").

Recitals

The Company wishes to share their Investment Client Database (hereinafter known as the

"CDB") with the Recipient for the purposes of review, examination, inspection and

incorporation, while maintaining confidentiality. The Company and the Recipient, collectively

known as the "Parties", understand and agree that dissemination of information or materials

within or related to the CDB would be detrimental to the integrity of the Company. For the

purposes of this Agreement, all information, strategies, plans, trade secrets, objectives and

materials will be referred to as "Confidential Information", and the Company may share

confidential information with the Recipient subject to the terms and covenants set forth below.

Recipient Obligations

A. Non-disclosure.

The Recipient understands and agrees to not use or disclose the

CDB or Confidential Information for personal benefit or the benefit of any other

person, corporation, association, company or entity, and shall take all steps

necessary to protect Confidential Information from disclosure. The Recipient further

agrees not to disclose the fact that the CBD has been made available, that

discussions or negotiations are taking place or have taken place, or any of the

terms, conditions or other facts with respect to the transaction. Methods of

disclosure include, but are not limited to, written, oral, electronic or any other form

of recording.

B. Disclosure.

The Recipient shall only disclose the CDB and Confidential Information

to persons working on the project, on a need-to-know basis. Each person who

becomes privy to the Confidential Information shall be bound by the provisions

within this Agreement. This Agreement shall survive and continue after any

expiration or termination of this Agreement and shall bind Recipient, its employees agents, representatives, successors, heirs and assigns.

Term

The Recipient's obligations of non-use and non-disclosure with respect to Confidential

Information will remain in effect until the project is completed and the Company is satisfied with

the results.

No Additional Agreements

Neither the holding of discussions nor the exchange of material or information shall be

construed as an obligation of the Company to enter into any other agreement with Recipient or

prohibit the Company from providing the same or similar information to other parties and

entering into agreements with other parties. The Company reserves the right, in its sole

discretion, to reject any and all proposals made by Recipient or its representatives with regard

to a transaction between Recipient and Company and to terminate discussions and

negotiations with Recipient at any time. The Recipient agrees not to use the CDB or

Confidential Information as a basis upon which to develop or have a third party develop a

competing or similar plan or undertaking.

Indemnity

Recipient understands and acknowledges that any breach of this Agreement could result in

damages, losses, costs or expenses to the Company and agrees to keep the Company

indemnified in respect to any and all claims which arise out of or in connection with a violation.

Recipient understands and acknowledges that any use or disclosure regarding the CDB or

Confidential Information could cause the Company irreparable harm, the amount of which may

be difficult to ascertain, and therefore agrees that the Company shall have the right to apply to

a court of competent jurisdiction for specific performance or order restraining and enjoining any

such further disclosure or breach and for such other relief as Company deems appropriate, in

addition to the remedies otherwise available at law or in equity.

Successors and Assigns

This Agreement and each party's obligations hereunder shall be binding on the

representatives, assigns and successors of such party and shall inure to the benefit of the

assigns and successors of such party; provided, however, that the rights and obligations of

Recipient hereunder are not assignable.

Governing Law

This Agreement shall be governed in accordance with the laws of the state of Columbia (USA),

without regard to conflict of law principles.

Prevailing Party

In a dispute arising out of or related to this Agreement, the prevailing party shall have the right

to collect reasonable attorney fees, costs and other legal expenditures from the other party.

Entire Agreement

This Agreement sets forth the entire Agreement and understanding between the Parties and

supersedes all prior agreements between them relating to the subject matter of this

Agreement. This Agreement may not be altered, amended, modified, discharged, assigned or

otherwise transferred by either party except by an agreement in writing signed by both Parties.

Validity

This Agreement shall be for a couple of months and maintain its integrity should a provision (or

any part thereof) be claimed unenforceable by a court of competent jurisdiction due to invalidity

or conflict with any relevant law, and the unenforceable provision shall be construed in such a

way as to preserve the intent for which it was created.

Force Majeure

Neither party will be liable for performance delays nor for non-performance due to causes

beyond its reasonable control.

Notices

Any notice required by or given in connection with this Agreement shall be in writing and shall

be given to the appropriate party by personal delivery or by certified mail, postage prepaid or

recognised overnight delivery services to the following addresses:

Company's Address

1818 H Street

NW Washington

USA

DC 20433

Recipient's Address

125 West Street

Johannesburg

South Africa

2000

IN WITNESS WHEREOF, the Parties hereto agree to the terms and conditions of this

Agreement as of the date set forth below.

Company

Representative Signature: __________________________ Date: _____________________

Representative Printed Name: _________________ Representative Title: _______________

Recipient

Recipient Signature: __________________________ Date: ______________________

Recipient Printed Name: _____________________ Representative Title: ______________