Legal Agreements every business needs [ Infographic]

We have compiled a list of basic legal agreements any business in South Africa will need.

Enjoy.

Legal Agreements available on our platform http://www.lenoma.co.za/shop

Regards,

Lenoma Legal Team

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What is a Non-Disclosure Agreement though? 

A non-disclosure agreement (NDA) is a contract to keep a secret. 

A non-disclosure agreement is often used when two companies or persons want to meet to discuss a joint opportunity involving the exchange of confidential information. An NDA is especially useful when discussing an invention with a prospective licensee.

This non-disclosure agreement then, would be an agreement between you and a potential licensee in which you exchanged your invention for a promise by the licensee to keep the invention secret.

A non-disclosure agreement may be unilateral, that is, one person is bound by the obligation to keep a secret, or it may be mutual, in which both parties have an obligation to keep the secrets of the other disclosing party. As in all contracts, both parties must receive a benefit; this benefit is called consideration. In the case in which you are disclosing your invention to a potential licensee for the promise of keeping your invention secret, the benefit received by the potential licensee is to learn of your invention, knowledge that he would not have otherwise had but for the exchange of the agreement. The benefit that you receive under this non-disclosure agreement is that, in exchange for disclosing your invention, the licensee or receiving party promises to keep the information secret. In this case, the consideration is the exchange of information for the promise.

Anatomy of an NDA

Non-disclosure agreements are generally not particularly complex, and most such agreements contain several basic components or parts. At the beginning of the general non-disclosure agreement is a preamble or paragraph identifying the parties. The next section of a typical non-disclosure agreement includes definitions of terms that are used in the agreement.

Such terms might include the words “proprietary information,” “trade secrets” and “protected technology.” Any other terms that might be either ambiguous or key terms of the agreement are often also defined in this terms section.

The next section found in the typical non-disclosure agreement is the exclusions section. The exclusions section generally contains five or six different carve-outs to secrets or confidential information that is not covered by the non-disclosure agreement.

The first of these is typically information that is already public or has become public through no fault of the receiving party. Information that might be thus characterized as confidential information in disclosure meeting and marked confidential is not covered under the agreement if that information is already known by the public.

A second carve-out to the non-disclosure agreement is typically information that, as of the time of receipt by the receiving party, is already known to or in the possession of the receiving party. That is to say, if under a non-disclosure agreement you give me information that I already know, you cannot force me to keep it secret by this NDA obligation.

A third typical carve-out in an NDA is information that at any time is received in good faith by the receiving party from a third party that was lawfully in possession of the information and had the right to disclose the same.

If you and I enter into a non-disclosure agreement and you give me confidential information pursuant to that agreement but I then purchase technology from a third party and as part of that purchase receive the same information that you and I agreed would be held private, then I no longer have the obligation to keep that information confidential because I have received it from a third party who had no obligation with you to keep that information confidential. 

The summary of this particular carve-out is that if I get information from somebody else who knows about it and who received that information lawfully, my obligation to you to keep it secret no longer exists.

A fourth carve-out to the non-disclosure agreement typically is information that is disclosed to third parties by the disclosing party on a non-confidential basis, that is, if you give me information under the non-disclosure agreement but then you pass the same information on to third parties on a non-confidential basis, then I no longer have that obligation to keep that information secret.

A fifth carve-out that is typically included in a non-disclosure agreement is information that is independently developed by or on behalf of the receiving party without benefit of the transferred confidential information.

This occasionally happens in large companies where you pass information on to me under a non-disclosure agreement, and another division of my company, without ever having received the confidential information, develops the same confidential information or the same technology independently. This independent development relieves me of the responsibility to keep that information confidential under the agreement.

In addition to the term that lists a number of carve-outs to the non-disclosure agreement, the typical NDA includes a number of other terms, including a term that each party shall use the same reasonable efforts to protect the confidential information as are used to protect its own proprietary information.

Related to this is often a requirement that the disclosure of the confidential information shall be restricted to those individuals in the company who are directly participating in the review of the information and have a need to know such information.

Another term in the agreement might clarify that execution of the agreement does not give a license or other transfer of proprietary rights to the technology, but only is construed to be a sharing of information.

Life Expectancy

Most non-disclosure agreements have a period of time of effectiveness of the information. This time period or term of the agreement is one, two, three or some finite number of years. The reason for this is that as time goes on, it becomes increasingly difficult to protect confidential information, as memories of the agreement and changes in personnel often result in accidental dissemination of the confidential information. It is also understood that confidential information typically has a relatively short period of viability.

Over time, the value of trade secrets and other technical information diminishes as others independently develop or are able to reverse-engineer products to learn of the trade secrets. Trade secrets naturally disseminate as employees move from company to company, understanding, of course, that there are some trade secrets that can last many years, such as the formula for Coca-Cola©, but generally most confidential agreements expire after some period of time. The non-disclosure agreements are typically signed by both parties and may include an exhibit attached to the end of the NDA, describing in broad terms the specific confidential information that is being exchanged.

NDA is still our #Docoftheweek  get yours today by simply contacting us on info@lenoma.co.za for only  R250 this week

Team Lenoma Legal 

http://www.lenoma.co.za

The benefits of becoming a contractor

There are many advantages to an employment relationship, but since an Independent Contractors Agreement is our #docoftheweek we thought it would be great to deal with some of the advantages of being in a contractor agreement relationship.

The main advantages are that you can:

  • Become your own boss

    Contract work provides greater independence and, for many people, a greater perceived level of job security than traditional employment.

  • Maintain a good work/life balance

    Less commuting, fewer meetings, less office politics – and you can work the hours that suit you and your lifestyle best.

  • Earn more money

    Being a contractor means you get paid for every hour of work you do, at the market rate. If your skills are in demand, your income could be high.

  • Test out a new field of expertise

    Not sure if there’s a market for your skills? You can dip a toe into a new industry without committing yourself to a full-time job. If it doesn’t work out, you can cut your losses quickly and easily.

  • Start on a part-time basis

    This can be appealing to young people just graduating from college, or older people who want to experiment with a second or even third career.

  • Test out a company

    If you’re not sure a new company is offering the right full-time employment opportunity for you, suggest first working for them as an independent contractor.

 

If you would want an #IndependentContractorsAgreement get yours here at Lenoma Legal eCommerce website

 

Employee vs Independent Contractor. Whats the difference, though?

Difference between independent contractor & employee

Ever wondered what is the big fuss around the difference between employees and independent contractors?

The main difference between employee and Independent contractor is the nature of the contract itself.

It must be determined what the intention was of the parties to the contract – was the intention that it actually be a contract of employment, or was the intention that it actually be an Independent contractor relationship ?

Employment Contract:

The one contract (employee/employer relationship) is a Contract of Service – the employee undertakes to render his services (as opposed to an agreement to undertake and complete specific tasks) to the employer, usually for an undetermined or understated period of time, in return for which the employer undertakes to pay the employee for those services.

In the Contract of Service (employee contract) the employee is subject to the control and direction of the employer, the employer stipulates what hours the employee shall work, the employer dictates how and when the various tasks shall be performed, the employer provides all the resources to enable those tasks or services to be performed.

The employee is obliged, in terms of the contract, to obey the employer’s instructions and direction is in regard of all the above. In the Contract for Service, the “employer” may dictate a certain date by which the agreed task must be completed, but he would not, for example, be able to instruct the contractor regarding what materials must be used and how the job is to be done.

employee-contractor

employees or contractors? The intention of the parties is KEY!

Independent Contract:

The other contract (Independent contractor) is a Contract for Service, and is usually a contract where the contractor undertakes to perform a specific service or task, and upon completion of the agreed service or task, or upon production of the result agreed upon, the contractor will be paid.

For example, you would enter into a Contract for Service with a person to paint your house. You would instruct that person regarding what colours you required the house to be painted in, and you would probably stipulate a date by which the job should be completed. You would not, however, instruct the contractor regarding what size paint brushes he must use, or where he should use paint brushes or paint rollers, or what brand of paint to use, and so on. That would be for the contractor to decide.

The contractor would be free to decide who he seems to your house to carry out the painting, and the would be free to take on painting jobs for other people – even jobs for other people with whom you may have a problem. The Contractor would also decide for himself whether he is going to attend to painting your house every day of the week for the next three weeks, or whether he will attend to your job on only two days of the week or three days of the week, he would regulate how many workers he desires to put on the job, how much he will pay them, and when he will pay them.

The “contractor” would not be free to engage in work for other companies, including companies in opposition to you, he would not be free to regulate his own working hours or days of work, he would not be free to send other people to your premises to carry out the tasks that he is contracted to carry out, and so on.

A Restraint of Trade clause can never be inserted in a true Independent Contractor agreement – it is quite simply unenforceable. You cannot restrain your painter or electrician from taking on other work, or from the painting the buildings of companies in opposition to you. Thus, if you wish the nature of the contract to be that of a true Independent contractor, you cannot put in a Restraint of Trade clause.

For this week, we have INDEPENDENT CONTRACTORS AGREEMENT as #DocofTheWeek, need a valid one?

Get yours here from our legal e-commerce site. http://www.lenoma.co.za/product/independent-contractors-agreement/

Not sure this is for you? contact us on info@lenoma.co.za to schedule a legal consultation for only R450 for 30 minutes TODAY.