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The Independent Contractor Non Disclosure Agreement is essential for businesses operating in Nigeria that engage external professionals while needing to protect their confidential information. This document serves a dual purpose: it establishes the contractor's status as an independent service provider (not an employee) while implementing comprehensive confidentiality obligations. The agreement is particularly relevant in today's gig economy where companies increasingly rely on specialized contractors who may have access to sensitive information. It incorporates provisions compliant with Nigerian law, including the Freedom of Information Act 2011 and relevant commercial legislation, making it suitable for both Nigerian companies and international organizations operating in Nigeria. The document is designed to protect trade secrets, proprietary information, client data, and other confidential business information while maintaining the flexibility of an independent contractor relationship.

1. Parties: Identifies and defines the parties: the company/individual engaging the contractor (Disclosing Party) and the independent contractor (Receiving Party)

2. Background: Explains the context of the agreement, including the independent contractor relationship and need for confidentiality

3. Definitions: Defines key terms including Confidential Information, Services, Intellectual Property, and other relevant terms

4. Independent Contractor Relationship: Establishes and confirms the nature of the relationship as independent contractor, not employment

5. Scope of Services: Outlines the services to be provided by the contractor

6. Confidentiality Obligations: Details the core confidentiality obligations and restrictions on use of confidential information

7. Term and Survival: Specifies duration of the agreement and which provisions survive termination

8. Return of Confidential Information: Requirements for returning or destroying confidential information upon request or termination

9. Breach and Remedies: Outlines consequences of breach and available remedies

10. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement