This NDA For Clients is essential for businesses operating in Nigeria that need to protect sensitive information shared during client engagements. It should be used whenever confidential information, trade secrets, proprietary technology, or sensitive business data will be disclosed to clients. The document ensures compliance with Nigerian contract law, the NDPR 2019, and relevant common law principles protecting confidential information. It includes specific provisions for data protection, information handling, and breach remedies, making it suitable for various business relationships and sectors. The agreement is particularly important in the Nigerian business context where formal confidentiality protection is crucial for maintaining competitive advantage and protecting intellectual property.
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1. Parties: Identification of the disclosing party (typically the business) and receiving party (the client)
2. Background: Context of the relationship and purpose of sharing confidential information
3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Purpose', and other relevant terms
4. Scope of Confidentiality: Detailed description of what constitutes confidential information and the basic confidentiality obligations
5. Permitted Use: Specific purposes for which the confidential information may be used
6. Standard of Care: Level of care required in protecting confidential information
7. Term and Survival: Duration of the agreement and which obligations survive termination
8. Return or Destruction of Information: Requirements for handling confidential information after the agreement ends
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
1. Third Party Disclosure: Include when the client may need to share information with their employees or professional advisors
2. Data Protection Compliance: Include when personal data will be shared, to ensure compliance with NDPR 2019
3. Non-Solicitation: Include when there's a risk of client poaching employees or other clients
4. Reverse Engineering Prohibition: Include when technical or product information is being shared
5. Export Control: Include when information may be subject to international transfer restrictions
6. Force Majeure: Include when long-term information sharing is contemplated
7. Insurance Requirements: Include when highly sensitive or valuable information is being shared
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive the confidential information
3. Schedule 3 - Security Measures: Specific security protocols required for protecting the confidential information
4. Appendix A - Data Processing Terms: Additional terms for compliance with NDPR when personal data is involved
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Professional Services
Manufacturing
Healthcare
Real Estate
Energy
Telecommunications
Retail
Construction
Mining
Agriculture
Education
Media and Entertainment
Relevant Teams
Legal
Business Development
Client Relations
Sales
Operations
Information Technology
Compliance
Risk Management
Executive Leadership
Project Management
Relevant Roles
Chief Executive Officer
Managing Director
Legal Counsel
Business Development Manager
Client Relations Manager
Project Manager
Operations Director
Chief Technology Officer
Information Security Officer
Compliance Officer
Sales Director
Account Manager
Contract Administrator
Chief Financial Officer
Risk Manager
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