Basic Confidentiality Agreement for Nigeria

Basic Confidentiality Agreement Template for Nigeria

A comprehensive confidentiality agreement template designed under Nigerian law, providing robust protection for confidential information exchanged between parties. This document incorporates key provisions required under Nigerian contract law and data protection regulations, including the Nigeria Data Protection Regulation (NDPR) 2019. It offers flexible yet thorough coverage of confidentiality obligations, permitted disclosures, enforcement mechanisms, and remedies, suitable for various business relationships and transactions. The agreement includes essential safeguards while remaining adaptable to different business contexts and industries operating within the Nigerian jurisdiction.

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What is a Basic Confidentiality Agreement?

This Basic Confidentiality Agreement is essential for businesses and individuals operating in Nigeria who need to protect sensitive information during business discussions, negotiations, or collaborative ventures. The document is designed to comply with Nigerian law, including the Contract Law and Nigeria Data Protection Regulation (NDPR) 2019, while being adaptable to various business contexts. It's particularly useful in preliminary business discussions, due diligence processes, employment relationships, and business partnerships where confidential information needs to be shared. The agreement covers definition of confidential information, obligations of receiving parties, permitted uses, duration of confidentiality obligations, and remedies for breach, all within the Nigerian legal framework. This template serves as a foundation for establishing legally binding confidentiality obligations while allowing customization for specific business needs.

What sections should be included in a Basic Confidentiality Agreement?

1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses

2. Background: Context of the agreement and the purpose for sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant definitions

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including non-disclosure, non-use, and security measures

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

7. Term and Survival: Duration of the agreement and which obligations survive termination

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Remedies: Available remedies in case of breach, including injunctive relief

10. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

What sections are optional to include in a Basic Confidentiality Agreement?

1. Non-Solicitation: Prevents receiving party from soliciting employees or customers, used when parties are competitors or in sensitive business relationships

2. Data Protection Compliance: Specific provisions for compliance with NDPR 2019, required when personal data is involved

3. Export Control: Required when confidential information may be subject to export control laws

4. Reverse Engineering Prohibition: Used when confidential information includes technical or product information that could be reverse engineered

5. Force Majeure: Addresses circumstances beyond parties' control, particularly relevant in long-term confidentiality arrangements

6. Insurance Requirements: Required when sensitive or high-value information is being shared

7. Audit Rights: Allows disclosing party to audit receiving party's compliance, useful for high-risk or regulated industries

What schedules should be included in a Basic Confidentiality Agreement?

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

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

3. Schedule 3 - Security Measures: Specific security protocols and measures required for protecting the confidential information

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

5. Appendix B - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

Authors

Alex Denne

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

Jurisdiction

Nigeria

Publisher

Genie AI

Cost

Free to use
Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Professional Services

Energy and Natural Resources

Telecommunications

Real Estate

Education

Retail

Agriculture

Construction

Media and Entertainment

Pharmaceutical

Mining

Oil and Gas

Relevant Teams

Legal

Human Resources

Executive Leadership

Business Development

Research and Development

Finance

Operations

Information Technology

Procurement

Compliance

Risk Management

Corporate Affairs

Strategic Planning

Investment

Relevant Roles

Chief Executive Officer

Legal Counsel

Business Development Manager

Human Resources Director

Chief Financial Officer

Project Manager

Research and Development Director

Investment Manager

Procurement Manager

Operations Manager

Contract Administrator

Chief Technology Officer

Compliance Officer

Risk Manager

Corporate Secretary

Strategic Partnership Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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