This One-Way NDA template is designed for use in situations where one party (the Disclosing Party) needs to share confidential information with another party (the Receiving Party) under Nigerian law. The document is particularly relevant for business negotiations, potential partnerships, vendor relationships, or any situation where proprietary information needs to be shared with appropriate safeguards. It incorporates key provisions required under Nigerian contract law and common law principles, including specific protections for trade secrets and intellectual property. The agreement is structured to provide robust protection for the Disclosing Party while ensuring practical usability and enforceability within the Nigerian legal system. This template addresses specific Nigerian legal requirements for contract formation, evidence requirements under the Evidence Act 2011, and includes provisions for proper execution and witnessing as required under Nigerian law.
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1. Parties: Identification of the Disclosing Party and Receiving Party with full legal names and addresses
2. Background: Context of the disclosure relationship and purpose of the agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Purpose', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations of the Receiving Party
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to authorized representatives
7. Protection Measures: Security measures required to protect confidential information
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Duration of Obligations: Term of the agreement and survival of confidentiality obligations
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
12. Entire Agreement: Standard boilerplate confirming the agreement represents the entire understanding between parties
13. Execution: Signature blocks and execution requirements
1. Permitted Purpose: Detailed section defining specific permitted uses of confidential information, recommended when the purpose is complex or needs specific limitations
2. Non-Solicitation: Prevents receiving party from soliciting employees or clients, useful when disclosure involves access to employee or client information
3. Data Protection: Additional provisions for handling personal data, necessary when confidential information includes personal data
4. Export Control: Provisions regarding international transfer of information, needed for cross-border disclosures
5. Intellectual Property Rights: Explicit protection of IP rights, recommended when confidential information includes IP-sensitive material
6. Force Majeure: Provisions for unforeseen circumstances, useful in long-term NDAs
7. Assignment: Rules regarding transfer of rights under the agreement, important for corporate transactions
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures required
4. Appendix A - Form of Representative Undertaking: Template confidentiality undertaking for representatives to sign
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