Non-Disclosure Agreement

between

_____________________________________
Hilton Ruzvidzo
(Registration / Identity number:AE792747
__________________ )
(“Receiving Party”)

and

ALLAN & GILL GRAY PHILANTHROPY SOUTH AFRICA (RF) NPC

(Registration number: 2021/359439/08)
(“Disclosing Party”)

1. Definitions

In this Agreement, unless the context indicates otherwise:

1.1 “Agreement” means this non-disclosure agreement, including any annexures

hereto, as may be amended from time to time;

1.2 “Confidential Information” means all information, of whatever nature:

1.2.1 disclosed, revealed or otherwise made available by the Disclosing Party to the
Receiving Party, and which pertains to, but is not limited to intellectual
property rights, commercial and technical information, trade secrets,
agreements (whether in writing or not) which exist at the time of revealing the
content thereof to the Receiving Party, the content of all future agreements
which the Disclosing Party intends to or may enter into with any other party
(including any agreement with the Receiving Party), all knowledge obtained by
way of research and development, irrespective of whether the aforementioned
information that is revealed is applicable to technical, business or financial
aspects of the Disclosing Party; and/or

1.2.2 which has been or may be obtained by the Receiving Party from the Disclosing
Party, whether in writing or in electronic form or pursuant to discussions
between the Receiving Party and the Disclosing Party, or which can be
obtained by examination, testing, visual inspection or analysis, including
without limitation, scientific, business or financial data (which includes but is
not limited to data on investments), know-how, formulae, processes, designs,
sketches, photographs, plans, drawings, specifications, sample reports, models,
customer lists, price lists, studies, findings, computer software, inventions or
ideas; and/o

AGGP SA NDA general undertaking (AGGP SA as Disclosing Party) Version 1 March 2024

Page 1 of 8
 Non-disclosure Agreement
AGGPSA as Disclosing Party

1.2.3 analyses, concepts, compilations, studies and other material prepared by or in

possession or control of the Disclosing Party which contain or otherwise reflect
or are generated from any such information as is specified in this definition,

excluding information which is:

1.2.4 already in the possession or under the control of the Receiving Party otherwise
than as a result of having been disclosed by the Disclosing Party to the
Receiving Party,

1.2.5 generally available to the public by means other than as a result of a breach by
the Receiving Party of any obligation contained herein, or

1.2.6 becomes available to the Parties on a non-confidential basis from a source

which is not legally prohibited from disclosing it, or

1.2.7 is released from the provisions hereof in terms of a prior written consent
provided by the Disclosing Party;

1.3 “Disclosing Party” means Allan & Gill Gray Philanthropy South Africa (RF) NPC
(Registration number: 2021/359439/08), and any other entity within or associated
with the Allan & Gray Philanthropies group of companies listed here Allan & Gill
Gray Foundation | Legal (allangillgrayfoundation.org);

1.4 “Effective Date” means the date of first receipt of Confidential Information or date
of signature of this Agreement, whichever is the earlier;

1.5 “Party” or “Parties” means the Disclosing Party and the Receiving Party or the
Disclosing Party and the Receiving Party together, as the case may be;

1.6 “Receiving Party” means the receiving party set out on the first page of this
Agreement.

2. Introduction

2.1 It is recorded that:

2.1.1 the Parties are or may soon be involved in the following activities or
arrangement:

__________________________________________________________________

_________________________________________________________________;

2.1.2 in the course of the activities or arrangement, the Receiving Party has been or
will be given access to certain Confidential Information by the Disclosing Party;
and

2.1.3 the Receiving Party has agreed to enter into this Agreement for the protection
of the Disclosing Party’s interests.

AGGP SA NDA general undertaking (AGGP SA as Disclosing Party) Version 1 March 2024

Page 1 of 8
 Non-disclosure Agreement
AGGPSA as Disclosing Party

2.2 For the purposes of this Agreement, the Parties agree that:

2.2.1 any Confidential Information which is disclosed to the Receiving Party in any
manner, whether orally, visually, or in tangible form and whether directly or
indirectly, and all copies thereof, shall remain confidential and may not be
disclosed in any way to any person by the Receiving Party on or after the
Effective Date;

2.2.2 the Disclosing Party makes no representation or warranty as to the accuracy or

completeness of the Confidential Information.

2.3 The Receiving Party:

2.3.1 shall hold, use and maintain the Confidential Information in the strictest
confidence and in trust for the sole and exclusive benefit of performing the
activities and arrangements described in clause 2.1 above;

2.3.2 shall not, without the prior written approval of the Disclosing Party, exploit, use
for its own benefit, adapt, publish or otherwise disseminate to others, or permit
the use by others for its benefit to the detriment of the Disclosing Party, any
Confidential Information;

2.3.3 shall carefully restrict access to the Confidential Information to those of its
officers, directors, employees and professional advisers who need such access
in order to participate on behalf of the Receiving Party in the consideration of
the Confidential Information and any documentation directly or indirectly to
be prepared in pursuance thereof in relation to any investigation to enable the
possible conclusion of an agreement between the Parties;

2.3.4 shall advise each of the persons to whom it provides access to any of the
Confidential Information that such persons are strictly prohibited from
exploiting, making any use, publishing or otherwise disseminating to others, or
permitting others to exploit, use for their benefit or to the detriment of the
Disclosing Party, any of the Confidential Information and that such person is
bound by an undertaking in substantially the same form as this Agreement
and that the Receiving Party shall together with such person be jointly and
severally liable to the Disclosing Party for any breach of confidentiality by such
person;

2.3.5 shall not make any copies of any materials containing Confidential Information
without the Disclosing Party’s prior written approval. All copies will at all times
remain the exclusive property of the Disclosing Party; and

2.3.6 shall on termination of any relationship with the Disclosing Party for any reason
whatsoever, or whenever the Disclosing Party issues such a demand in writing,
immediately cease to use such Confidential Information and shall return
immediately to the Disclosing Party, or at the Disclosing Party’s option destroy
all tangible materials and computer records and all copies and extracts thereof
that contain or disclose such Confidential Information.

AGGP SA NDA general undertaking (AGGP SA as Disclosing Party) Version 1 March 2024

Page 2 of 8
 Non-disclosure Agreement
AGGPSA as Disclosing Party

2.4 In the event that the Receiving Party is ordered to disclose any of the Disclosing
Party’s Confidential Information pursuant to a judicial or government request,
requirement or order, the Receiving Party shall promptly notify the Disclosing Party
thereof and take any and all reasonable steps to assist the Disclosing Party in
contesting such a request, requirement or order, or otherwise take all reasonable
steps to protect the Disclosing Party’s rights prior to forced disclosure.

2.5 The Parties acknowledge that the performance of the activities and arrangements
described in clause 2.1.1 may necessitate the Disclosing Party providing to the
Receiving Party certain personal information, as defined in the Protection of
Personal Information Act of 2013, and any other relevant data protection legislation
(“Personal Information”). Where the Personal Information relates to the Disclosing
Party, the Disclosing Party hereby consents to the provision of the Personal
Information to the Receiving Party for the purpose described in clause 2.1.1. Where
the Personal Information relates to data subjects in respect of who the Disclosing
Party is authorised to hold such Personal Information, the Disclosing Party
warrants that there exists a lawful basis to share the Personal Information with the
Receiving Party. The Receiving Party in turn undertakes to only process such
Personal Information for the purposes contemplated in clause 2.1.1 above as well as
other compatible purposes.

2.6 The Receiving Party undertakes to not share the Personal Information provided to
it by the Disclosing Party to any third party and further confirms that it has in place
sufficient security measures to ensure the integrity and confidentiality of the
Personal Information. On termination of the relationship between the Parties for
any reason whatsoever, or whenever the Disclosing Party issues such a demand in
writing, the Receiving Party shall immediately cease to use Personal Information
disclosed in terms of this Agreement and shall return immediately to the Disclosing
Party, or at the Disclosing Party's option destroy, all records and all copies of such
Personal Information.

3. Commencement and Duration

This Agreement shall commence on the Effective Date and shall endure
indefinitely, notwithstanding the termination of any relationship between the
Parties for any reason whatsoever, subject to the terms and conditions set out
herein.

4. Indemnity

The Receiving Party acknowledges that the unauthorised disclosure or use of

Confidential Information and or Personal Information may cause irreparable loss,
harm, and/or damage to the Disclosing Party. Accordingly, should the Receiving
Party breach this Agreement, it hereby indemnifies and holds the Disclosing Party
harmless against any loss, action, expense, claim, harm or damage of whatsoever
nature suffered or sustained by the Disclosing Party arising from, pursuant to and
caused, directly or indirectly, by such breach.

5. Right to Interdictory Relief

AGGP SA NDA general undertaking (AGGP SA as Disclosing Party) Version 1 March 2024

Page 3 of 8
 Non-disclosure Agreement
AGGPSA as Disclosing Party

5.1 The Receiving Party recognizes that the unauthorised disclosure or use of
Confidential Information and or Personal Information may give rise to irreparable
injury and acknowledges that remedies other than interdictory relief may not be
adequate. Accordingly, the Disclosing Party has the right to equitable interdictory
relief to prevent the unauthorised disclosure of its Confidential Information and or
Personal Information shared in terms of this Agreement, without the necessity of
having to prove actual damage, and notwithstanding that in any particular case
damages may not be quantifiable, and the Receiving Party may not plead
sufficiency of damages as a defence in any proceedings for interdictory relief.

5.2 Clause 5.1 shall not limit the Disclosing Party’s rights to enforce clause 4, to claim
any damages or to enforce any such other relief that may be occasioned by any
breach of this Agreement.

6. Notices

6.1 For all purposes of or arising out of this Agreement including, without being limited
to, the serving of any process, the Parties respectively choose domicilium citandi et
executandi (“Address”) at the physical address set out in this Agreement, provided
that a Party may change its Address at any time to another address which is not a
post office box or poste restante with written notice to the other Party.

6.2 Any notice that is required to be given in terms of this Agreement may be given:

6.2.1 by hand during ordinary business hours at a Party’s Address in which case it
shall, unless the contrary is proven, be deemed to have been received when so
given;

6.2.2 by pre-paid registered priority mail to the Party’s postal address given in this
Agreement in which case, it shall, unless the contrary is proved, be deemed to
have been received 10 (ten) business days after it was so posted, provided that
a written notice so posted which is simultaneously sent by by e-mail to a Party’s
chosen e-mail address shall, unless the contrary is proven, be deemed to have
been received within three business hours after it was so e-mailed.

6.3 Any written notice sent or transmitted in any other way and of which the addressee
acknowledges receipt in any way whatsoever, shall nonetheless be a valid notice in
terms of this Agreement.

7. The Parties’ Addresses and other contact details

The Receiving Party The Disclosing Party

Physical address: 46 Hof Street

49 Milkwood Street
Algoa Park Gardens

Port Elizabeth Cape Town

6001 8001

AGGP SA NDA general undertaking (AGGP SA as Disclosing Party) Version 1 March 2024

Page 4 of 8
 Non-disclosure Agreement
AGGPSA as Disclosing Party

Telephone 021 – 180 4660

number(s): 063 061 3885
E-mail address: rjulies@allangillgrayphila
Hiltonruz@gmail.com
nthropies.org

Attention Assessor Head of Legal and

Compliance

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws
of the Republic of South Africa and the Parties hereby consent to the jurisdiction of
the High Court of South Africa (Western Cape High Court) in respect of all or any
disputes which may arise between them in relation to or arising out of the
implementation of this Agreement.

9. General

9.1 No alteration, cancellation or variation of, or addition to this Agreement shall be of

any force or effect unless reduced to writing and signed by the Parties or their fully
authorised representatives.

9.2 Neither Party shall be bound by any undertakings or representations or warranties

not recorded herein or in a subsequent written document signed by both Parties.

9.3 No indulgence or leniency or extension of time which either Party (“the Grantor”)
may grant or show the other (“the Grantee”) shall in any way constitute a waiver of
any of the rights of the Grantor who shall not thereby be precluded from exercising
any right against the Grantee which may have arisen in the past or which might
arise in the future.

9.4 This Agreement shall be binding upon the Parties hereto, their successors hereto,
their successors-in-title, any entity that comes to possess the Confidential
Information as a result of any corporate restructuring, administrators, executors
and heirs.

9.5 The Receiving Party shall not be entitled to cede or assign any of its rights or
obligations under this Agreement without the prior written consent of the
Disclosing Party.

[Remainder of page left intentionally blank]

AGGP SA NDA general undertaking (AGGP SA as Disclosing Party) Version 1 March 2024

Page 5 of 8
 Non-disclosure Agreement
AGGPSA as Disclosing Party

10. Signature

The signatories to this Agreement warrant that they are duly authorised to sign this
Agreement.

Signature of or on behalf of the Receiving Date

Party 18 March 2023
Place Port Elizabeth

Full name of signatory Hilton Ruzvidzo

Capacity of signatory Assessor

Signature on behalf of the Disclosing Party Date

Place

Full name of signatory

Capacity of signatory

AGGP SA NDA general undertaking (AGGP SA as Disclosing Party) Version 1 March 2024

Page 6 of 8
 Non-disclosure Agreement
AGGPSA as Disclosing Party

AGGP SA NDA general undertaking (AGGP SA as Disclosing Party) Version 1 March 2024

Page 7 of 8