MEMORANDUM OF CONFIDENTIALITY
entered into between:
(hereinafter “the Covenanter”)
BimBakery.co (a division of Large Architecture.cc)
(hereinafter “the Proprietor”)
1. Interpretation and definitions
1.1 In this Agreement, unless inconsistent with, or otherwise indicated by the context:
1.1.1 the “Covenanter” is a user through the BimBakery.co web portal;
1.1.2 the Covenanter’s address is defined in the selected form;
1.1.3 the “Proprietor” is Large Architecture.cc, Lillian Ngoyi Road, Morningside, Durban, South Africa, 4001;
1.1.4 “Confidential Information” shall include, but shall not be limited in its interpretation to, all
secret knowledge, technical information and specifications, manufacturing techniques, designs,
blueprints, samples, devices, demonstrations, ideas, know-how, information concerning
materials, marketing and business information generally, the Product and all information relating
thereto and other materials of whatever description in which the Proprietor has an interest in
being kept confidential;
1.1.5 “Product” means a ….. SMART PRODUCT. INFORMED RESULTS.™ The concept works on
the basis of ….[connecting data to an ARCHICAD model to offer an informed result], along with the delivery and message to market strategies. Furthermore, you acknowledge that the Solutions presented as the BimBakery™ solutions has a PATENT application pending (2015/00829), and that any replication of these solutions will be protected under the South African PATENT laws.
1.1.6 “Commencement Date” means the last date of signature of this Agreement by the
1.1.7 words in the singular include the plural and vice versa;
1.1.8 words importing any one gender include each of the other two genders; and
1.1.9 a reference to a natural person includes a legal persona.
1.2 The headings of clauses are intended for convenience only and shall not affect the
interpretation of this Agreement.
2.1 The Proprietor has invented the Product and has in its possession certain Confidential
Information relating to the Product.
2.2 The Proprietor has agreed to disclose certain of this Confidential Information to the
Covenanter subject to the Covenanter agreeing to the terms of confidentiality set out herein.
3. Title to the Confidential Information
The Covenanter acknowledges that all right, title and interest in and to the Confidential
Information vests in the Proprietor and that it has no claim of any nature in and to the Confidential
4. Period of confidentiality
The provisions of this Agreement shall remain in force indefinitely.
5.1 The Covenanter undertakes to maintain the confidentiality of any Confidential Information to
which the Covenanter should be allowed access by the Proprietor, whether before or after the
Commencement Date of this Agreement. The Covenanter will not divulge or permit to be divulged
to any person any aspect of such Confidential Information otherwise than may be allowed in
terms of this Agreement.
5.2 The Covenanter shall take all such steps as may be reasonably necessary to prevent the
Confidential Information falling into the hands of an unauthorised third party.
5.3 The Covenanter shall not make use of any of the Confidential Information in the development,
manufacture, marketing and/or sale of any goods without the prior written consent of the
Proprietor. In the event of the Covenanter obtaining consent to use the Confidential Information
then the Covenanter agrees and undertakes that all rights which may result from such use shall
vest in the Proprietor and the Covenanter shall do whatsoever may be necessary in order to
effect the assignment of such rights.
5.4 The Covenanter shall not use or disclose or attempt to use or disclose the Confidential
Information for any purpose without the prior written consent of the Proprietor.
5.5 The Covenanter shall not use or attempt to use the Confidential Information in any manner
which will cause or be likely to cause injury or loss to the Proprietor.
5.6 The Proprietor may by written notice to the Covenanter specify which of the Covenanter’s
employees, officers or agents are required to sign a secrecy Agreement in a form specified by
the Proprietor from time to time and no such person may be employed in the conduct of the business of the Covenanter until such secrecy Agreement has been signed.
5.7 All documentation furnished to the Covenanter by the Proprietor pursuant to this Agreement
will remain the property of the Proprietor and upon the request of the Proprietor will be returned to
the Proprietor. The Covenanter will not make copies of any such documentation without the prior
written consent of the Proprietor.
5.8 Any material of a confidential nature which comes into the possession of the Covenanter or
one of its agents or employees, or which is generated by the Covenanter, or one of its agents or
employees, after the Commencement Date:
5.8.1 shall be deemed to form part of the Confidential Information of the Proprietor;
5.8.2 shall be deemed to be the property of the Proprietor;
5.8.3 shall not be copied, reproduced, published or circulated by the Covenanter; and
5.8.4 shall be surrendered to the Proprietor on demand;
unless the Proprietor provides its prior written consent to the contrary.
6.1 The above Agreement s by the Covenanter relating to the confidentiality shall not apply to
6.1.1 is in fact lawfully in the public domain at the Commencement Date; or
6.1.2 lawfully comes into the public domain after the Commencement Date otherwise than as a
result of the conduct of the Covenanter or one of its employees or agents; or
6.1.3 the Covenanter is compelled to disclose in terms of a court order.
6.2 The onus of proving the facts necessary to sustain any one of the exceptions listed in subparagraphs
6.1.1 to 6.1.3 rests with the Covenanter.
This Agreement shall be governed by South African law and the Covenanter hereby irrevocably
agrees to the jurisdiction of the High Courts of South Africa in respect of any dispute flowing from
8. Whole agreement
8.1 This document constitutes the whole of this Agreement to the exclusion of all else.
8.2 No amendment, alteration, addition, variation or consensual cancellation of this Agreement
will be valid unless in writing and signed by the Covenanter and the Proprietor.
9.1 No waiver of any of the terms or conditions of this Agreement will be binding for any purpose
unless expressed in writing and signed by the Proprietor and any such waiver will be effective
only in the specific instance and for the purpose given.
9.2 No failure or delay on the part of the Proprietor in exercising any right, power or privilege will
operate as a waiver, nor will any single or partial exercise by the Proprietor of any right, power or
privilege preclude any other or further exercise thereof or the exercise of any other right, power or
In the event that any of the provisions of this Agreement are found to be invalid, unlawful, or
unenforceable such terms shall be severable from the remaining terms, which shall continue to
be valid and enforceable.