Author-Publisher Non-Disclosure Agreement

Company Letterhead Block

{{company_name}}

{{company_address}}

Tel: {{phone}}

Email: {{email}}

Website: {{website}}

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (hereinafter referred to as “Agreement”) is made and entered into on this {{date}} day of {{month}}, {{year}} (the “Effective Date”), by and between:

**{{Publisher_Company_Name}}** (Registration Number: {{Publisher_Registration_Number}}), a company duly incorporated and existing under the laws of {{Publisher_Jurisdiction}}, with its principal place of business at {{Publisher_Address}} (hereinafter referred to as “Publisher”); and

**{{Author_Full_Name}}** (Identification Number: {{Author_ID_Number}}), residing at {{Author_Address}} (hereinafter referred to as “Author”).

Publisher and Author are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Author possesses certain confidential and proprietary information relating to their literary work and associated concepts (hereinafter referred to as “Confidential Information”);

WHEREAS, the Publisher wishes to evaluate the Confidential Information for the purpose of potentially entering into a publishing agreement with the Author (the “Permitted Purpose”);

WHEREAS, the Parties desire to protect the Confidential Information from unauthorised disclosure and use.

DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” shall mean any and all technical and non-technical information disclosed by the Author to the Publisher, directly or indirectly, in writing, orally, by observation, or by inspection of tangible objects, which includes, but is not limited to, manuscripts, proposals, synopses, marketing plans, financial information, creative concepts, trade secrets, business plans, know-how, and any other proprietary information related to the Author’s work. Confidential Information shall not include information that:

(a) Is or becomes publicly available through no fault of the Publisher;

(b) Is rightfully in the Publisher’s possession prior to disclosure by the Author;

(c) Is independently developed by the Publisher without use of or reference to the Author’s Confidential Information; or

(d) Is rightfully obtained by the Publisher from a third party without restriction on disclosure.

OBLIGATIONS OF THE PUBLISHER

The Publisher hereby agrees that for a period of {{NDA_term_years}} years from the Effective Date:

(a) The Publisher shall hold the Confidential Information in strict confidence and shall not disclose it to any third party without the prior written consent of the Author.

(b) The Publisher shall use the Confidential Information solely for the Permitted Purpose.

(c) The Publisher shall take all reasonable measures to protect the secrecy of and avoid disclosure or unauthorised use of the Confidential Information, including at least the same degree of care it uses to protect its own confidential information of a similar nature.

(d) The Publisher shall not copy or reproduce the Confidential Information in any form without the Author’s prior written consent, except as reasonably necessary for the Permitted Purpose.

(e) The Publisher shall restrict access to the Confidential Information to its employees, agents, and contractors who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less stringent than those contained herein.

REQUIRED DISCLOSURES

The Publisher may disclose Confidential Information if and to the extent such disclosure is required by law, court order, or governmental regulation, provided that the Publisher provides the Author with prompt written notice of such requirement prior to disclosure, allowing the Author an opportunity to seek a protective order or other appropriate remedy.

RETURN OF CONFIDENTIAL INFORMATION

Upon the Author’s request or upon termination of discussions between the Parties, the Publisher shall promptly return to the Author all originals and copies of any Confidential Information received from the Author, or, at the Author’s option, destroy all such Confidential Information and certify such destruction in writing to the Author.

NO LICENSE

Nothing in this Agreement shall be construed as granting any rights or licenses to the Publisher under any patents, copyrights, mask works, trade secrets, or other intellectual property rights of the Author, nor any right to use the Confidential Information for any purpose other than the Permitted Purpose.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{Jurisdiction_State_Province}} in {{Jurisdiction_Country}}, South Africa. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{Jurisdiction_State_Province}}.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

SIGNATURE BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

**FOR THE PUBLISHER:**

___________________________

Name: {{Publisher_Signatory_Name}}

Title: {{Publisher_Signatory_Title}}

Date: {{Publisher_Signature_Date}}

**FOR THE AUTHOR:**

___________________________

Name: {{Author_Full_Name}}

Date: {{Author_Signature_Date}}