Non Disclosure Agreement Sample Nigeria

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the “Agreement”) is made and entered into this ______ day of ___________, 20 (the “Effective Date”), by and between:

[__________________________________________________], a company incorporated under the laws of the Federal Republic of Nigeria, with its registered office at [__________________________________________________] (hereinafter referred to as the “Disclosing Party”);

AND

[__________________________________________________], a [company/individual] with [registered office/residential address] at [__________________________________________________] (hereinafter referred to as the “Receiving Party”).

(Collectively referred to as the “Parties” and individually as a “Party”).

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1. PURPOSE

The Parties wish to explore a business opportunity of mutual interest relating to [__________________________________________________] (the “Purpose”). In connection with the Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.

2. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in written, electronic, oral, or other form, including but not limited to: business plans, financial data, customer lists, software, trade secrets, technical processes, product designs, and any other information marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it. b) Use the Confidential Information solely for the Purpose. c) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party. d) Limit access to the Confidential Information to its employees, officers, or agents who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party. b) Was within the Receiving Party’s possession prior to being furnished by the Disclosing Party. c) Becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality agreement with the Disclosing Party.

5. TERM

This Agreement shall remain in effect for a period of [] years from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement for a period of [] years thereafter.

6. RETURN OF MATERIALS

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify such destruction in writing.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [____________________], Nigeria.

8. REMEDIES

The Receiving Party acknowledges that a breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages may be inadequate, and therefore the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions or agreements, whether written or oral.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

For and on behalf of the Disclosing Party:

Signature: __________________________ Name: [] Title: [__________________________] Date: [___]

For and on behalf of the Receiving Party:

Signature: __________________________ Name: [] Title: [__________________________] Date: [___]