South Africa
Confidentiality Undertaking
R249
Create a one-party confidentiality undertaking for an employee, contractor, consultant, supplier, applicant, or third party who will receive or access confidential business, client, employee, technical, financial, or personal information.
A Confidentiality Undertaking is used where one party agrees to keep another party’s confidential information secret and to use it only for an authorised purpose. It is useful for employees, contractors, consultants, suppliers, interview candidates, tender participants, project partners, service providers, board members, volunteers, and third parties who may access sensitive information. Unlike a full two-party Non-Disclosure Agreement, this document is usually a shorter one-sided undertaking signed by the person receiving the confidential information.
South African legal context (2026 checklist)
The undertaking should clearly define what information is confidential, what the recipient may and may not do with it, how long the duty lasts, what security measures apply, and what must happen when the relationship or project ends. It should not be drafted so broadly that it unlawfully prevents protected disclosures, whistleblowing, regulatory reporting, court-compelled disclosure, or the use of information already in the public domain. Where personal information is involved, POPIA obligations should be included, especially confidentiality, authorised processing, security safeguards, breach reporting, and return or deletion of information.
- South African common law of contract
- Law of delict, where unlawful disclosure causes loss
- Protection of Personal Information Act 4 of 2013
- Section 19: Security measures on integrity and confidentiality of personal information
- Section 20: Information processed by operator or person acting under authority
- Section 21: Security measures regarding information processed by operator
- Section 22: Notification of security compromises
- Electronic Communications and Transactions Act 25 of 2002, where the undertaking is signed or exchanged electronically
- Basic Conditions of Employment Act 75 of 1997, where the undertaking is part of employment terms
- Labour Relations Act 66 of 1995, where breach may lead to discipline or dismissal
- Protected Disclosures Act 26 of 2000, where whistleblowing or protected disclosure issues arise
- Companies Act 71 of 2008, where company information, directors, shareholders, or corporate authority are relevant
- Copyright Act 98 of 1978, where documents, software, designs, templates, manuals, or other work product are protected
- Competition Act 89 of 1998, where information sharing between competitors may raise competition concerns
- Prescription Act 68 of 1969
- Arbitration Act 42 of 1965, where arbitration is selected as the dispute-resolution mechanism
- Experian South Africa (Pty) Ltd v Haynes and Another 2013 (1) SA 135 (GSJ)
- Basson v Chilwan and Others 1993 (3) SA 742 (A)
- Sibex Engineering Services (Pty) Ltd v Van Wyk and Another 1991 (2) SA 482 (T)
Use this as a starting point only. Verify current gazetted amendments, tribunal rules, and SARS / DOL circulars that may apply to your matter.
Typical questions we'll walk you through
Tap an icon to preview each topic—we'll guide you through the same steps in the builder.
What is the full legal name of the party giving the undertaking?
What is the full legal name of the party receiving protection?
Is the undertaking linked to employment, consulting, supply, tendering, interviews, negotiations, site access, or project work?
What confidential information will be protected?
Will the undertaking cover business plans, client lists, pricing, financial records, trade secrets, software, designs, employee records, personal information, or legal documents?
How will confidential information be shared: verbally, electronically, in writing, by system access, or through physical documents?
May the recipient disclose information to employees, advisers, subcontractors, auditors, attorneys, or regulators?
What security measures must the recipient follow?
May the recipient copy, download, photograph, store, email, or transfer confidential information?
Must confidential information be returned, deleted, or destroyed after the purpose ends?
How long must the confidentiality duty last?
Will personal information be processed under POPIA?
Must data breaches, loss of documents, or unauthorised access be reported immediately?
Will the undertaking include intellectual property protection?
Will the undertaking include non-solicitation, non-circumvention, or restraint wording?
What remedies should apply if confidentiality is breached?
Should the undertaking exclude information already public, independently developed, or lawfully received from another source?
Should lawful disclosures, whistleblowing, court orders, or regulatory disclosures be excluded from the restriction?
Which law will govern the undertaking?
Who must sign the undertaking?
Ready to generate your document? Our step-by-step builder saves progress and prepares your draft for signing.
Start guided builder