What is a Non-Disclosure Agreement?
A Non-Disclosure Agreement (NDA), also known as a confidentiality agreement, is a legally binding contract between two parties. One party (the disclosing party) shares confidential information, and the other party (the receiving party) agrees to keep that information secret.
In South Africa, NDAs are governed by common law principles of contract. They are enforceable in court, and a breach can lead to damages claims and even interdict applications to prevent further disclosure.
What an NDA Protects
Trade secrets, client databases, pricing strategies, financial records, marketing plans, proprietary software, business processes, and any information that gives your business a competitive advantage.
Who Needs an NDA?
Any business that shares confidential information should consider an NDA. Common situations include:
- Hiring new employees who will have access to client lists, pricing or internal processes
- Outsourcing work to freelancers or contractors who will see proprietary information
- Business negotiations where sensitive financial or strategic information is shared
- Partnerships or joint ventures where both parties share trade secrets
Even small businesses benefit from NDAs. If you have a recipe, a method, a client list, or a pricing model that you do not want competitors to know about, an NDA is the right tool.
What Does an NDA Include?
A properly drafted NDA should include:
- Parties: Who is disclosing and who is receiving the information
- Definition of confidential information: What exactly is being protected
- Obligations: The receiving party must not disclose, copy, or use the information for personal gain
- Duration: How long the confidentiality obligations last (typically 2 to 5 years)
- Exceptions: Information that is already public, independently developed, or received from a third party
- Return of information: What happens to the confidential information when the agreement ends
- Governing law: Which jurisdiction's laws apply
How Long Does an NDA Last?
Most NDAs in South Africa specify a validity period, commonly between 2 and 5 years. The NDA from Anel Krog Attorneys includes a 5-year confidentiality period. After this period, the obligations expire unless the information has already become publicly available through no fault of the receiving party.
"An NDA does not last forever. But 5 years is usually more than enough to protect information that has commercial value today."
What Happens if Someone Breaks an NDA?
If the receiving party breaches the NDA by disclosing confidential information, the disclosing party can:
- Claim damages for any financial loss suffered as a result of the breach
- Apply for an interdict (court order) to stop further disclosure
- Terminate the employment or business relationship
The key is that the NDA must be in writing and signed. A verbal promise to keep something secret is almost impossible to enforce.
How to Order an NDA Online
At Anel Krog Attorneys, you can order an NDA online for R300. The agreement is drafted by an admitted attorney and includes all 8 clauses covering obligations, exceptions, return of information, and governing law.
The process takes less than 5 minutes:
- Enter the employer/company details
- Enter the employee/receiving party details
- Describe the confidential information being protected
- Pay R300 securely online via PayFast
Your completed NDA is emailed to you as an editable Word document within 30 minutes.
Protect Your Business Information
Order a professionally drafted Non-Disclosure Agreement. Attorney drafted, delivered in 30 minutes.
Frequently Asked Questions
What is a Non-Disclosure Agreement (NDA)?
A Non-Disclosure Agreement is a legally binding contract where one party agrees to keep certain information confidential. It protects trade secrets, client lists, business strategies and other sensitive information from being disclosed to third parties.
When do I need an NDA in South Africa?
You need an NDA whenever you share confidential business information with employees, contractors, freelancers, or business partners. Common situations include hiring new staff, outsourcing work, entering business negotiations, or sharing proprietary processes.
How long does an NDA last?
Most NDAs in South Africa have a validity period of 2 to 5 years. The NDA from Anel Krog Attorneys includes a 5-year confidentiality period, after which the obligations expire unless the information has already become public.
