CONFIDENTIALITY AGREEMENT

entered into by and between

THE CAPE PENINSULA UNIVERSITY OF TECHNOLOGY

(hereinafter referred to as the "University")

(for the first part)

and

(hereinafter referred to as the “client”)

(for the second part)

Please Note: All 3 pages must be initialed by the signatories for both parties.

1. PREAMBLE

WHEREAS the parties have entered into an Agreement in terms of which the Client will receive certain services from the University.

AND WHEREAS each party may as a result of this agreement come into possession of confidential information of a valuable commercial nature belonging to or concerning the other party;

NOW THEREFORE the parties hereto agree as follows:

1. For purposes of this Agreement the information that shall be regarded as being of a confidential nature shall be information which could be of commercial value to either the University or the University's client, or both; but such confidential information shall not include information which is already in the public domain at the time of signing of this Agreement; however any such information shall not be regarded as being of a confidential nature unless the parties hereto agrees otherwise in writing.

2. Such information shall only be used by either party in cooperation with each other for purposes envisaged by this agreement.

3. Such information shall be treated as strictly confidential and neither party shall divulge such information to any other person or concern other than the persons contemplated in this Agreement and the parties shall take reasonable steps to ensure that effect is given to this undertaking.

4. Further to Clause 3 hereof, the parties hereto shall ensure that any of their respective employees, agents, or mandatories who may have access to such information also sign confidentiality agreements in relation to such information and both parties shall cooperate with one another in the enforcement of the observance of any confidentiality agreements.

5. Notwithstanding the terms of Clauses 3 and 4 hereof, each party shall not disclose any information of a confidential nature unless permitted to do so in writing by the other party.

6. No publication of any matter of a confidential nature shall take place unless both parties agree to such publication and such agreement shall be reduced to writing and signed by the parties.

7. As both parties will acquire confidential information in respect of each other

or in respect of the operations individually conducted by them, the parties agree to protect the proprietary interests of each other as far as they may relate to this Agreement and the said operations.

8. Such terms of confidentiality shall endure for a period of 5 years as from the effective date of this Agreement.

9. Save in respect of any claim for damages by the one party against the other, any dispute arising out of and in connection with this Agreement shall be dealt with by way of arbitration according to the following terms and conditions:

9.1 the Arbitrator shall be a firm of attorneys practicing in South Africa, agreed upon by the parties;

9.2 such arbitration shall not subject to the Arbitrations Act 1965;

9.3 the decision of the Arbitrator shall be final;

9.4 the party least favoured by the Arbitrator's decision shall meet the full costs of the arbitration proceedings.

10. Any Magistrates Court in the Republic of South Africa shall have the jurisdiction and be competent to deal with all claims for damages arising out of and in connection with this Agreement.

11. No amendment of whatever nature to this Agreement shall be of any force or effect unless same is recorded in writing and signed by the parties hereto.

12. For purposes of this Agreement, the domicilia citandi et executandi of the parties shall be as follows:

The University: / Manager: Agrifood Technology Station

Faculty of Applied Sciences

Cape Peninsula University of Technology

Prof. ……………………………………. Nominee…………………………………..
in his capacity as Dean of the Faculty of Applied Sciences (or nominee: Manager: ATS), he being duly authorized hereto.
AS WITNESSES:
1. ……………………………………….. / 2. ………………………………………..

Dated at …………………….. on this…………day of ……………………………….2010

To be completed by the Client:

Print Name ……………………………… Signature…………………………………..
in his/her capacity as consultant / client, for he/she being duly authorized hereto.
AS WITNESSES:
1. ……………………………………….. / 2. ………………………………………..

Dated at ……………………. on this ………day of…………………………………..2010.