This One Way Non Disclosure Agreement is essential for business situations where one party (the Disclosing Party) needs to share confidential or proprietary information with another party (the Receiving Party) while maintaining strict control over its use and dissemination. The agreement is particularly useful in contexts such as business negotiations, potential partnerships, vendor relationships, or professional service engagements. Governed by Nigerian law, it incorporates relevant local legislation including the NDPR 2019 and common law principles protecting trade secrets. The document provides comprehensive protection for various types of confidential information including trade secrets, business plans, technical data, and proprietary information, while ensuring compliance with Nigerian legal requirements for contract formation and enforcement. It is designed to be robust enough for court enforcement while remaining practical for business use.
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1. Parties: Identifies and provides full details of the Disclosing Party and Receiving Party
2. Background: Sets out the context and purpose of the agreement, including the nature of the business relationship
3. Definitions: Defines key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose'
4. Scope of Confidential Information: Clearly outlines what constitutes confidential information under the agreement
5. Confidentiality Obligations: Details the core obligations of the Receiving Party regarding the confidential information
6. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed
7. Security Measures: Outlines required measures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon agreement termination
9. Duration of Obligations: Specifies how long the confidentiality obligations remain in force
10. Breach and Remedies: Details consequences of breach and available remedies
11. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction for disputes
12. Entire Agreement: Standard boilerplate confirming this is the complete agreement between parties
13. Execution: Signature blocks and execution details
1. Regulatory Compliance: Additional section when dealing with regulated industries or specific compliance requirements
2. Data Protection: Specific provisions when personal data is involved, incorporating NDPR requirements
3. Non-Solicitation: Optional restrictions on soliciting employees or customers, if relevant to the business relationship
4. Intellectual Property Rights: Additional provisions when confidential information includes IP rights
5. Assignment: Terms regarding ability to assign rights under the agreement, if needed
6. Variation: Procedures for modifying the agreement, if flexibility is needed
7. Severability: Standard boilerplate for complex agreements or where certain provisions might be challenged
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for protecting the confidential information
4. Appendix A - Form of Acknowledgment: Template for additional recipients to acknowledge confidentiality obligations
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
Professional Services
Research & Development
Energy
Telecommunications
Real Estate
Retail
Education
Biotechnology
Legal Services
Construction
Media & Entertainment
Relevant Teams
Legal
Business Development
Executive Leadership
Research & Development
Procurement
Human Resources
Finance
Information Technology
Operations
Sales
Compliance
Strategy
Corporate Development
Product Development
Project Management
Relevant Roles
Chief Executive Officer
Business Development Manager
Legal Counsel
Chief Technology Officer
Project Manager
Investment Analyst
Research Director
Procurement Manager
Human Resources Director
Chief Financial Officer
Operations Manager
Strategy Consultant
Technical Lead
Sales Director
Compliance Officer
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