RECIPROCAL NON-DISCLOSURE AGREEMENT

BETWEEN

MR PRICE GROUP LIMITED (“Mr Price Group”)

Name of division/s Mr Price Money
Company Registration Number 1933/004418/06
214 Dr Pixley Kaseme Street, Liberty Towers, 6th Floor,
Physical Address Durban, 4001
Postal Address
VAT Number 4420116552
Telephone Number  [●] 
Contact Person  [●] 
Email Address  [●] 
Signature (s)
(who warrants that s/he is duly authorised
to sign – please refer to the Mr Price
Group delegation of authority document)  [●] 
Full Name  [●] 
Title  [●] 
Date of signature  [●] 

AND

Name of counterparty Tina Lepan  (“Counterparty”)

Registration Number / ID Number 8905250007087
Physical Address 5 Kelvin Place, Durban North, 4051
Postal Address 5 Kelvin Place, Durban North, 4051 
VAT number Not a VAT vendor
Telephone Number 078 617 2473
Contact Person Tina Lepan 
Email Address tina.lepan@gmail.com
 
Signature(s)
(who warrants that she is duly authorised
to sign)

Full Name Tina Anette Lepan

Title Ms
Date of signature 10 February 2022

SPECIAL CONDITIONS

Special or additional conditions

applicable to Agreement
If there is any ambiguity or inconsistency
between these Special Conditions and
the General Terms and Conditions of this
[Any changes to the NDA template must be set out in this
section. No changes are to be made in the general terms and
conditions section.]

NDA template_reciprocal_November 2020_v3 Page 1 of 10

Agreement, these special conditions shall
prevail.

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GENERAL TERMS AND CONDITIONS

1 DEFINITIONS AND INTERPRETATION

In this Agreement –

1.1 “Agreement” means this reciprocal confidentiality and non-disclosure agreement and all
annexures, schedules, attachments, or the like, attached hereto from time to time;

1.2 “Anti-Corruption Laws” means any and all local and/or foreign anti-corruption laws that are
directly or indirectly applicable to this Agreement, either Party to this Agreement, and/or the
services rendered pursuant to this Agreement or transactions contemplated by this
Agreement;

1.3 “Associated Companies” means, in relation to any Party, all subsidiaries, the holding
company and all other subsidiaries of the holding company of such Party (as the terms
"subsidiary" and "holding company" are defined in the Companies Act 71 of 2008);

1.4 “Business Day” means any day other than a Saturday, Sunday or official public holiday in the
Republic of South Africa;

1.5 “Confidential Information” means information or data of a confidential nature disclosed to

the Recipient by the Disclosing Party relating to the Disclosing Party and/or any of its
Associated Companies and/or to any third party to which the Disclosing Party and/or any of its
Associated Companies owes a duty to keep confidential which Confidential Information is (a)
marked to be confidential or proprietary, or (b) if given orally, is identified at the time of
disclosure as being confidential or proprietary or is confirmed in writing within 30 (thirty) days
of disclosure as having been disclosed as confidential or proprietary, or (c) is deemed
Confidential Information in terms of this Agreement by virtue of the nature of the information
being disclosed or (d) which may be learned or acquired by the Recipient during an
examination of the Confidential Information or during any negotiations or discussions, whether
before or after the Effective Date and in whatever form (written, orally, electronically or
otherwise), including without limitation contractual arrangements, deeds of title, commercial,
financial or marketing information, business policies and plans, computer programs and
software, systems and process information, strategic business information, business purchase
and sale information, customer information, techniques, product and service information, cost
prices, selling prices, plans, employee information, performance data, operations manuals,
artwork, profiles and information, internal policies, technical data and technologies, budgets,
production statistics, forecasts, valuations, intellectual property of whatsoever nature and kind
(including trademarks, designs, manuals, supplier information, formulations, patents, copyright
items, trade secrets, know-how and the like), analyses, compilations, studies and all material
developed in relation to and/or forming part of the Disclosing Party's business;

1.6 “Disclosing Party” means a Party which discloses Confidential Information or which is the
proprietor or licensee of Confidential Information which is disclosed or made available to the
Recipient;

1.7 “Effective Date” means the earlier of _____________ and the date on which Confidential
Information was first disclosed to or learned or acquired by the Recipient;

1.8 “Laws” means all constitutions, statutes, regulations, by-laws, codes, ordinances, decrees,
rules, standards, judicial, arbitral, administrative, ministerial, departmental or regulatory
judgments, orders, decisions, rulings or awards, policies, voluntary restraints, guidelines,
directives, compliance notices, abatement notices, agreements with, requirements of, or
instructions by any governmental body, and the common law, and “Law” shall have a similar
meaning;

1.9 “Parties” means the Disclosing Party and the Recipient, and “Party” shall have the
corresponding meaning as the context indicates;

1.10 “Permitted Disclosees” means the representatives, directors, officers, employees, agents,
attorneys, accountants, advisors, insurers and funders of the Recipient or any person

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 representing or acting on behalf of the Disclosing Party who are directly involved with the
Permitted Purpose;

1.11 “Permitted Purpose” means the purpose for which the Confidential Information has been
disclosed, being_________; and

1.12 “Recipient” means a Party which receives any Confidential Information disclosed or made
available to it under this Agreement.

2 INTRODUCTION

2.1 The Parties are engaged regarding the Permitted Purpose and have agreed to disclose certain
Confidential Information to each other for the Permitted Purpose.

2.2 Because of the sensitive and proprietary nature of the Confidential Information, the Disclosing
Party requires that the Recipient provide the undertakings recorded in this Agreement.

3 DURATION

The obligations of the Recipient with respect to each item of Confidential Information shall commence
on the date on which such information is disclosed or otherwise received (whether before or after the
Effective Date) and shall endure thereafter until the date upon which the item of information concerned
ceases to be Confidential Information.

4 DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION

4.1 The Recipient acknowledges and agrees that –

4.1.1 the Confidential Information is not in the public domain and is a valuable, special
and unique asset proprietary to the Disclosing Party and/or its Associated
Companies;

4.1.2 should the Confidential Information be disseminated or used by any third party,
competitor, or potential competitor of the Disclosing Party or in competition with the
Disclosing Party or otherwise, this will cause the Disclosing Party to suffer material
harm and cause the value of its know-how and proprietary interest therein to be
diminished; and

4.1.3 Confidential Information disclosed to the Recipient by the Disclosing Party, or which
comes to the knowledge of the Recipient does not confer any rights of whatsoever
nature in such Confidential Information on the Recipient.

4.2 The Recipient irrevocably and unconditionally agrees and undertakes:

4.2.1 to treat and safeguard the Confidential Information as strictly private, secret and
confidential;

4.2.2 not to use or permit the use of the Confidential Information for any purpose other
than for the Permitted Purpose, and in particular, not to use or permit the use of the
Confidential Information, whether directly or indirectly, to obtain a commercial,
trading, investment, financial or other advantage over the Disclosing Party and/or its
Associated Companies or otherwise use it to the detriment of the Disclosing Party or
its Associated Companies;

4.2.3 except as permitted by this Agreement, to keep and maintain all Confidential
Information as confidential and secret and that it will not, without prior written
consent of the Disclosing Party, disclose, divulge or disseminate directly or
indirectly, the Confidential Information in any manner to any third party;

4.2.4 not to decompile, disassemble, reverse engineer or otherwise modify, adapt, alter or
vary the whole or any part of the Confidential Information;

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 4.2.5 unless solely related to the Permitted Purpose, not to copy or reproduce the
Confidential Information by any means without the prior written consent of the
Disclosing Party, it being recorded that any copies shall be and remain the property
of the Disclosing Party;

4.2.6 maintain the Confidential Information in confidence and shall take at least such
precautions and shall exercise, in relation thereto, no lesser security measures and
degrees of care than those which the Recipient applies to its own Confidential
Information, and no less reasonable care, in order to prevent the disclosure and
protect the confidentiality of information whether received in writing, orally or
electronically;

4.2.7 to ensure that any or all of its Permitted Disclosees from time to time adhere to and
comply in all respects with the provisions of this Agreement and, in the event of any
such Permitted Disclosees not so doing, the Recipient agrees that it will be jointly
and severally liable to the Disclosing Party in respect of any such non-compliance;
and

4.2.8 that it will not do anything or assist anyone in doing anything or omit an act or permit
the omission of an act which may interfere with or prejudice or tend to interfere with
or prejudice any of the Disclosing Party’s proprietary rights and interests in and to
the Confidential Information.

4.3 Subject to the provisions of clause 8.5 which shall apply, mutatis mutandis to this clause 4.3,
neither Party shall disclose to any third party the fact of and content of the Permitted
Purpose, any proposed plans for the Permitted Purpose or the terms of the discussions
relating to the Permitted Purpose.

4.4 To extent that other contracts in respect of the Permitted Purpose, if any, do not contain
confidentiality provisions, the terms of this Agreement will apply in respect of the Confidential
Information.

5 SECURITIES LAW LIMITATIONS

The Counterparty:

5.1 acknowledges that it is aware (and, if applicable, that its Permitted Designees have been
advised) that Mr Price Group is a company that is publicly traded, and that applicable
securities Laws prohibit any person who has material non-public information about Mr Price
Group from purchasing or selling securities of Mr Price Group, or from communicating such
information to any other persons under circumstances in which it is reasonably foreseeable
that such person is likely to purchase or sell such securities, and

5.2 agrees to refrain from using and causing any third party to use any information in
contravention of such Laws.

6 PERMITTED DISCLOSEES

The Recipient shall be entitled to disclose the Confidential Information to Permitted Disclosees, but
only to the extent that such disclosure is subject to the same terms as set out in this Agreement
(mutatis mutandis) and is necessary for the Permitted Purpose on a “need to know” basis. The
Recipient shall be responsible and liable for any breach of the terms of this Agreement by any
Permitted Disclosee.

7 ANNOUNCEMENTS

7.1 Neither Party shall publish any announcement relating to this Agreement through any media
without the prior written consent of the other Party and without prior approval having been
obtained from the requisite regulatory bodies.

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 7.2 This clause 7 shall not apply to any announcement or public statement made by the
Recipient if required to be made in terms of the provisions of any law (including the
regulations of applicable stock exchanges), but only after first consulting with the Disclosing
Party in order to enable them in good faith to attempt to agree the content of such
announcement, which (unless agreed) must go no further than is required in terms of such
law or rules.

8 EXCLUSIONS

8.1 The determination of whether information is Confidential Information shall not be affected by
whether such information is subject to, or protected by, common law or statute related to
copyright, patent, trademarks or otherwise.

8.2 If the Recipient is uncertain as to whether any information is Confidential Information, the
Recipient shall treat such information as Confidential Information until the contrary is agreed.

8.3 The undertakings given by the Recipient in this Agreement and in particular in clause 4 shall
not apply to any information which –

8.3.1 is known to or in the possession of the Recipient prior to disclosure thereof by the
Disclosing Party other than information previously obtained from the Disclosing Party
or on behalf of the Disclosing Party under an obligation of confidence;

8.3.2 is or becomes generally available to the public other than by the negligence or
default of the Recipient and/or any Permitted Disclosee, or by the breach of this
Agreement by any of them;

8.3.3 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;

8.3.4 has lawfully become known by or come into the possession of the Recipient on a
non-confidential basis from a source other than the Disclosing Party and/or its
Associated Companies having the legal right to disclose same, provided that such
knowledge or possession is evidenced by the written records of the Recipient
existing at the Effective Date;

8.3.5 is disclosed by the Recipient to satisfy the order of a court of competent jurisdiction
or to comply with provisions of any law or regulations in force from time to time; or

8.3.6 is disclosed to a third party pursuant to the prior written authorisation from the
Disclosing Party.

8.4 The onus of establishing that the confidentiality undertakings referred to in this Agreement
does not apply for the reasons referred to in clause 8.3 shall lie with the Recipient.

8.5 If the Recipient is required to disclose Confidential Information as contemplated in clause

8.3.5, the Recipient will:

8.5.1 advise the Disclosing Party in writing prior to disclosure, if possible;

8.5.2 take steps to limit the disclosure to the minimum extent required to satisfy such
requirement and to the extent that it lawfully and reasonably can;

8.5.3 afford the Disclosing Party an opportunity, if possible, to intervene in the

proceedings;

8.5.4 comply with the Disclosing Party's reasonable requests as to the manner and terms
of any such disclosure; and

8.5.5 notify the Disclosing Party, in writing, of the recipient to whom Confidential
Information is to be disclosed, and the form and extent of, any such disclosure
immediately after it is made.

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9 DATA PROTECTION

9.1 The Recipient acknowledges that the Confidential Information may contain personal data, the
handling or processing of which may be subject to statutory or regulatory data protection
requirements in any relevant jurisdiction. The Recipient agrees that it will take appropriate
measures to ensure compliance with all such data protection requirements.

9.2 The Recipient further undertakes to ensure that it will take appropriate technical and
organisational measures against the unauthorised or unlawful processing of personal data
and against the accidental loss or destruction of, or damage to, the personal data; including:

9.2.1 taking reasonable steps to ensure the reliability of any Permitted Disclosees who
have access to such personal data; and

9.2.2 ensuring a level of security appropriate to the harm that may result from such
unauthorised or unlawful processing or accidental loss, destruction or damage and
appropriate to the nature of such personal data.

9.3 The Recipient agrees to process any such personal data only in accordance with this
Agreement and to provide the Disclosing Party with such information regarding compliance
with this clause 9 as the Disclosing Party may from time to time reasonably require to enable it
to comply with its obligations as a data controller in respect of such personal data.

10 RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

The Recipient shall, at the election of the Disclosing Party, return or destroy any Confidential
Information (and any other information) furnished to the Recipient hereunder and all copies and
extracts thereof promptly upon the earlier of the conclusion of the Permitted Purpose or the termination
of this Agreement or the Disclosing Party’s written request; provided, however, that the Recipient may
retain a single copy of Confidential Information in its legal records for the sole purpose of monitoring
compliance with its continuing obligations hereunder or as required by applicable law or any regulatory
authority to which the Recipient is subject. The Recipient shall also not be required to destroy
Confidential Information contained in its electronic backup systems that are created in the normal
course of business solely for archival purposes.

11 NON-SOLICITATION

11.1 The Recipient irrevocably and unconditionally agrees and undertakes that for a period of 12
(twelve) months from the conclusion or termination of the Permitted Purpose, as applicable,
the Recipient will not, directly or indirectly, solicit or entice away or endeavour to solicit or
entice away any employees of the Disclosing Party (whether or not such person will commit a
breach of any contractual arrangement as a result), provided that the restrictions in this
clause 11 shall not apply to the placing of any general non-targeted advertisement for the
purposes of recruitment.

11.2 The Recipient agrees and acknowledges that the restrictions contained in this clause 11 are
fair and reasonable and necessary to assure to Disclosing Party the protection, full value and
benefit of the Confidential Information.

12 NO TRANSFER OF RIGHTS, TITLE OR INTEREST

The Disclosing Party hereby retains its entire right, title and interest, including all intellectual property
rights, in and to all Confidential Information, and does not confer any rights of any nature whatsoever in
such Confidential Information to the Recipient.

13 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and interpreted under the Laws of Republic of South Africa with
all documentation and procedures being conducted in the English language. The Parties hereby
irrevocably and unconditionally subject themselves to the exclusive jurisdiction of the High Court of

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 South Africa, Kwazulu-Natal Division, Durban. This consent to jurisdiction shall not however prevent
either Party from applying for urgent relief through a court of competent jurisdiction.

14 NO OBLIGATION

The Parties agree that this Agreement does not require or compel the Disclosing Party to disclose any
Confidential Information to the Recipient or obligate any party to enter into a business or contractual
relationship.

15 NO WARRANTY

Confidential Information is provided as-is and all representations and warranties, express or implied,
including fitness for a particular purpose, merchantability and non-infringement, are hereby disclaimed.

16 BREACH

16.1 Without prejudice to the other rights of the Disclosing Party, in the event of any unauthorised
disclosure or use of the Confidential Information which is or is reasonably likely to constitute
a breach of any provision of this Agreement, the Recipient shall, at the sole cost of the
Recipient immediately notify the Disclosing Party in writing and take such steps as the
Disclosing Party may reasonably require in order to remedy or mitigate the effects of such
actual or threatened breach.

16.2 The Parties acknowledge and agree that cancellation is not an appropriate remedy for breach
of this Agreement and this Agreement may not be cancelled or terminated save by written
agreement between the Parties.

16.3 The Parties further acknowledge and agree that damages alone may not be an adequate
remedy for any breach of the obligations set out in this Agreement and that the remedies of
interdict, specific performance and any other equitable relief are appropriate for any
threatened or actual breach of this Agreement. Neither Party shall be liable for indirect,
consequential or punitive damages, which are expressly excluded.

17 NOTICES AND DOMICILIA

17.1 The Parties choose the addresses set forth on the first page hereof as their addresses for all
processes and notices and legal proceedings rising out of or in connection with this
Agreement which shall be addressed to the Contact Person set out in the cover page
provided that a Party may change its domicilium or its address for the purposes of notices to
any other physical or email address by written notice to the other Party to that effect. Such
change of address will be effective 5 (five) Business Days after receipt of the notice of the
change.

17.2 A notice sent by one Party to the other must be in writing and shall be deemed to be
received:

17.2.1 on the same day, if delivered by hand;

17.2.2 after 24 (twenty-four) hours from despatch, if sent by e-mail; and
17.2.3 on the 7th (seventh) day after positing, if sent by prepaid registered post.

17.3 Notwithstanding anything to the contrary herein contained a written notice or communication
actually received by a Party shall be an adequate written notice or communication to it
notwithstanding that it was not sent to or delivered at such Party’s chosen domicile.

18 COMPLIANCE WITH LAWS AND CODE OF CONDUCT

18.1 The Parties warrant to at all times during this Agreement comply fully with all Laws including
the Anti-Corruption Laws applicable to its operations. The Parties without limitation and as it
relates to this Agreement shall not offer, make or accept a payment or anything of value from
any person that is intended to improperly influence that person’s authority that would violate
the Anti-Corruption Laws.

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 18.2 The Counterparty undertakes to comply the Mr Price Group Limited Code of Conduct (“Code
of Conduct”), as updated by Mr Price Group from time to time. The Code of Conduct is
available on the Mr Price Group Limited website on www.mrpricegroup.com and can be
obtained from Mr Price Group on request. The Counterparty’s obligations in relation to the
Code of Conduct are in addition to and supplement the legal and legislative requirements. If
there is any conflict between the Code of Conduct and this Agreement, the provisions of this
Agreement shall prevail. Any breach by the Counterparty of the Code of Conduct shall entitle
Mr Price Group to immediately terminate this Agreement on the basis of a material breach.

19 GENERAL AND INTERPRETATION

19.1 This document constitutes the sole record of the Agreement amongst the Parties regarding
the subject matter thereof.

19.2 Any provision in this Agreement which is or may become illegal, invalid or unenforceable in
any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability and shall be treated pro non scripto and severed
from the balance of this Agreement, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in any other jurisdiction,
unless such provision is of the essence of this Agreement.

19.3 No Party shall be bound by any express or implied term, representation, warranty, promise or
the like, not recorded in this Agreement.

19.4 No addition to, variation or consensual cancellation of this Agreement shall be of any force or
effect unless in writing and signed by or on behalf of the Parties.

19.5 No latitude, extension of time or other indulgence given by one Party to the other may be
construed as a waiver or novation of or otherwise affect any rights of such Party or preclude
the party granting the indulgence from enforcing strict and punctual performance with each
and every provision of this Agreement.

19.6 The Parties undertake at all times to do all such things, to perform all such acts and to take all
such steps and to procure the doing of all such things, the performance of all such actions
and the taking of all such steps as may be open to them and necessary for or incidental to
the putting into effect or maintenance of the terms, conditions and import of this Agreement.

19.7 This Agreement does not create a partnership, joint venture or agency between the Parties
and neither Party shall be liable for the debts of the other Party howsoever incurred.

19.8 For purposes of this Agreement, a Party’s signature on a scanned and e-mailed page shall be
deemed an original signature. The initialling or signature of each page and the witnessing of
signatures is not required; a duly authorised signature on the cover page only shall be
deemed to be acceptance of the full terms and conditions of the Agreement.

19.9 This Agreement may be executed in counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same agreement as at the date of
signature of the Party last signing one of the counterparts.

19.10 The headings to clauses of this Agreement are inserted for reference purposes only and shall
in no way govern or affect the interpretation hereof.

19.11 Unless inconsistent with the context, an expression which denotes:

19.11.1 words importing any one gender include the other two genders, the singular include
the plural and vice versa; and natural persons include created entities (corporate or
unincorporate) and the state and vice versa.
19.11.2 any reference to an enactment is to that enactment as at the date hereof and as
amended or re-enacted from time to time and includes any subordinate legislation
made from time to time under such enactment.

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 19.11.3 any reference in this Agreement to a Party shall include a substitute in title,
successor, permitted assign and cessionary.
19.11.4 the words "include", "including" and "in particular" shall be construed as being by
way of example or emphasis only and shall not be construed, nor shall they take
effect, as limiting the generality of any preceding word/s.

19.12 The expiration or termination of this Agreement shall not affect any provision that expressly
provides that it will operate after any such expiration or termination, or any other provision
which of necessity must continue to have effect notwithstanding that the clause does not
expressly provide for this.

19.13 The rule of construction, that this Agreement shall be interpreted against the party
responsible for the drafting or preparation of this Agreement, shall not apply.

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