Non Circumvention Non Disclosure & Working Agreement

Non Circumvention Non Disclosure & Working Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that combines three essential business protection elements: non-circumvention provisions to prevent parties from bypassing each other in business dealings, non-disclosure provisions to protect confidential information, and working agreement terms to establish the framework of the business relationship. This document is particularly suited for business relationships in Nigeria where parties need to share sensitive information and business opportunities while establishing clear operational parameters. It incorporates relevant aspects of Nigerian contract law, intellectual property protection, and commercial regulations to create a robust framework for business collaboration.

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What is a Non Circumvention Non Disclosure & Working Agreement?

The Non-Circumvention, Non-Disclosure & Working Agreement (NCNDA) is essential in the Nigerian business environment where protecting business relationships and confidential information is crucial while establishing clear working parameters. This document is typically used when parties need to explore business opportunities, share sensitive information, and establish ongoing business relationships, particularly in sectors such as oil and gas, technology, and financial services. It addresses three critical aspects: preventing parties from bypassing each other in business dealings, protecting confidential information exchange, and defining the working relationship framework. The agreement is structured to comply with Nigerian law, including relevant provisions of the Nigerian Contract Act, Federal Competition and Consumer Protection Act 2018, and common law principles protecting trade secrets. It's particularly valuable for international business relationships, joint ventures, and strategic partnerships where parties need comprehensive legal protection while operating within the Nigerian jurisdiction.

What sections should be included in a Non Circumvention Non Disclosure & Working Agreement?

1. Parties: Identifies and defines all parties to the agreement, including their legal status and contact details

2. Background: Sets out the context and purpose of the agreement, including the nature of the business relationship

3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Business Opportunity', and 'Circumvention'

4. Term and Termination: Specifies the duration of the agreement and conditions for termination

5. Non-Circumvention Obligations: Details the parties' obligations not to bypass or circumvent each other in business dealings

6. Confidentiality Obligations: Specifies the obligations regarding confidential information, including use, protection, and non-disclosure

7. Permitted Disclosures: Outlines circumstances under which confidential information may be disclosed

8. Working Relationship: Defines the nature and scope of the business relationship between the parties

9. Compensation and Payment Terms: Specifies fees, commissions, or other financial arrangements between the parties

10. Return of Confidential Information: Procedures for returning or destroying confidential information upon termination

11. Breach and Remedies: Specifies what constitutes a breach and the available remedies

12. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and defines jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Non Circumvention Non Disclosure & Working Agreement?

1. Intellectual Property Rights: Additional provisions regarding IP ownership and licensing when IP is a significant component of the business relationship

2. Data Protection: Specific provisions for handling personal data when the agreement involves data processing activities

3. Non-Competition: Additional restrictions on competitive activities when required for specific business relationships

4. Insurance Requirements: Specifications for required insurance coverage when the business relationship involves significant risks

5. Force Majeure: Provisions for unforeseen circumstances when the agreement involves long-term commitments or critical business operations

6. Assignment and Subcontracting: Rules for transferring rights or obligations when such flexibility might be needed

7. Compliance with Laws: Specific regulatory compliance requirements when operating in regulated industries

8. Publicity and Announcements: Rules regarding public communications when the relationship might attract public attention

What schedules should be included in a Non Circumvention Non Disclosure & Working Agreement?

1. Schedule 1 - Confidential Information: Detailed list and description of information deemed confidential

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive or handle confidential information

3. Schedule 3 - Business Opportunities: Description of specific business opportunities covered by the non-circumvention provisions

4. Schedule 4 - Fee Schedule: Detailed breakdown of fees, commissions, and payment terms

5. Schedule 5 - Security Protocols: Specific procedures for handling and protecting confidential information

6. Appendix A - Confidentiality Acknowledgment Form: Form to be signed by employees or representatives who will have access to confidential information

7. Appendix B - Reporting Templates: Standard templates for required business reporting between parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Cost

Free to use

Relevant legal definitions

Clauses

Relevant Industries

Technology and Software

Financial Services

Oil and Gas

Manufacturing

Professional Services

Healthcare

Real Estate Development

Telecommunications

Mining and Natural Resources

International Trade

Construction

Renewable Energy

Agricultural Business

Consulting Services

Relevant Teams

Legal

Business Development

Executive Leadership

Operations

Finance

Procurement

Strategic Planning

Sales

Information Technology

Risk Management

Commercial Operations

Mergers & Acquisitions

Research & Development

International Business

Relevant Roles

Chief Executive Officer

Business Development Manager

Legal Counsel

Chief Financial Officer

Project Manager

Strategic Partnership Director

Investment Manager

Operations Director

Commercial Director

Procurement Manager

Business Consultant

Contract Manager

Chief Technology Officer

Sales Director

Managing Director

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