Legal
Confidentiality Undertaking
Discloser: CodeTonight (Pty) Ltd (reg. 2023/943579/07), a private company incorporated and registered in South Africa under the Companies Act 71 of 2008 (“the Company”).
Recipient: the individual or organisation named in the GRASP whitepaper request form (“the Recipient”).
By ticking the acceptance checkbox on the GRASP website and submitting the request form, the Recipient accepts this Undertaking and it becomes legally binding under the Electronic Communications and Transactions Act 25 of 2002 (ECTA). If you are accepting on behalf of an organisation, you warrant that you have authority to bind that organisation to this Undertaking. By accepting, you also consent to the processing of your personal information as described in the Company’s Privacy Policy.
1. Confidential Information
“Confidential Information” means any technical, commercial, strategic, or operational information relating to GRASP (Governed Reasoning And Signable Provenance), its architecture, source code, roadmap, pricing, or business relationships, disclosed to the Recipient by the Company — whether in writing, orally, or by any other means — including the GRASP whitepaper and any related materials provided pursuant to this Undertaking.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) the Recipient can demonstrate was already known to it prior to disclosure; (c) the Recipient lawfully receives from a third party without restriction; or (d) is required to be disclosed by law or a court of competent jurisdiction, provided that the Recipient promptly notifies the Company and co-operates with the Company in seeking a protective order.
2. Obligations of the Recipient
The Recipient shall:
- keep the Confidential Information strictly confidential;
- not disclose the Confidential Information to any third party without the prior written consent of the Company;
- use the Confidential Information solely to evaluate GRASP for the Recipient’s own internal purposes; and
- apply at least the same degree of care to protect the Confidential Information as it applies to its own confidential information, and in any event no less than reasonable care.
3. Permitted disclosure
The Recipient may disclose Confidential Information to its employees, officers, legal advisers, and financial advisers (“Permitted Persons”) who need to know it for the permitted purpose, provided that those Permitted Persons are bound by confidentiality obligations at least as stringent as those in this Undertaking, and the Recipient remains liable for any breach by a Permitted Person.
4. Term
The Recipient’s confidentiality obligations under this Undertaking shall continue for a period of three (3) years from the date of acceptance or, where Confidential Information is disclosed in tangible form, from the date of disclosure of the last such item, whichever is later.
5. Return or destruction
Upon written request by the Company, or upon conclusion of the permitted use, the Recipient shall promptly return or securely destroy all Confidential Information (including all copies and extracts) in its possession or control, and shall certify in writing to the Company that it has done so.
6. Injunctive and interdict relief
The Recipient acknowledges that any breach or threatened breach of this Undertaking would cause irreparable harm to the Company for which monetary damages would be an inadequate remedy, and that the Company is entitled to seek urgent interdict or other equitable or injunctive relief in any court of competent jurisdiction without the need to post a bond or prove actual damages.
7. No warranty; no reliance
The Confidential Information is provided “as is”. The Company makes no representation or warranty, express or implied, regarding the accuracy, completeness, fitness for purpose, or merchantability of the Confidential Information. The Recipient shall not rely on the Confidential Information as the sole basis for any business, investment, legal, or other decision, and should seek its own independent advice where appropriate.
8. No licence
Nothing in this Undertaking grants the Recipient any licence, right, title, or interest in the Confidential Information or any intellectual property of the Company, except the limited right to evaluate it as described in clause 2. The GRASP software and specifications are separately made available under the GNU Affero General Public Licence version 3 (AGPL-3.0); this Undertaking does not limit any rights you have under that licence.
9. Cession and assignment
The Company may cede or assign its rights and obligations under this Undertaking to a successor entity (including a restructured, merged, or renamed entity), and such cession shall be binding on the Recipient. The Recipient may not cede, delegate, or otherwise transfer any of its obligations under this Undertaking without the prior written consent of the Company.
10. Governing law and jurisdiction
This Undertaking is governed by the laws of the Republic of South Africa. The parties submit to the non-exclusive jurisdiction of the courts of South Africa for the resolution of any dispute arising out of or in connection with this Undertaking, without limiting the Company’s right to seek relief in any other jurisdiction.
11. Privacy
By accepting this Undertaking you consent to the processing of your personal information as described in the Company’s Privacy Policy. The Privacy Policy forms part of the legal framework within which this Undertaking operates.
12. Electronic acceptance
Acceptance of this Undertaking by ticking the checkbox on the GRASP website constitutes a valid, binding electronic signature under ECTA s 13. A record of your acceptance (including the text of your email to the Company) is retained in accordance with the Privacy Policy.
For questions, contact us at development@codetonight.co.za.