Why you need an NDA!

You might have realised our NDA is free on our website http://www.lenoma.co.za (direct link is here Basic NDA.)

But what’s the big deal about NDAs so how do you use it or for what is it for exactly and how it’ll benefit you?

There are many benefits and advantages for using an NDA:

1) The most obvious advantage of an NDA is protecting your information!

An NDA agreement allows you to agree on what information can and cannot be disclosed to others;

what each party’s obligations are in regards to the confidential information;

and how information is dealt with upon termination of the NDA.

2) An NDA agreement can allow parties to define what “confidential information” is, so that it is clear to both parties throughout their relationship what is considered confidential and what subsequently cannot be disclosed.

What type of information can be considered ‘confidential’ is endless, and it can include anything from patent ideas, test scores, employee information, passwords etc.

Setting out what is included as confidential information can save a lot of time in the event a dispute arises and a lawsuit is brought, as the judge can see whether the information disclosed is specifically listed or described in the NDA.

Drafters of the NDA can be as precise as they wish when defining what is confidential in their agreement by including an exhaustive list of specific items.

Others will want a broader, non-exhaustive list which may include language such as “all information disclosed in the course of fulfilling the purpose of the agreement”.

Drafters can also include exceptions to the prohibitions on disclosure such as information that is generally available to the public;

information obtained by a third party who is not bound by any confidentiality agreements;

where information is trivial;

information developed for the recipient independently;

information disclosed through no fault of the recipient party and information that was already known by the party before signing the NDA.

These exceptions are common in NDAs.

3) A well-drafted NDA will outline the consequences for those that breach the NDA, which will likely include a hefty monetary fine.

The party that breached the NDA can also be subject to a court order preventing them from continuing to disclose any confidential information that was protected by the NDA.

4) An NDA assures parties that information will remain confidential, and can include survival provisions requiring the party to not disclose the confidential information for a stated time period (eg. 2 years) after their relationship has ended.


– If you are considering a business deal, try to have the other party review and sign an NDA before entering into business discussions and possibly exchanging confidential information. The sooner the better!

– Pay close attention to the definition of confidential information before signing an NDA, so you are clear what information (of yours) is protected, and what information (of the other party) cannot be disclosed to others.

Hope this helps you in your business journey!

Team Lenoma Legal



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.


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.