This General Confidentiality Agreement is essential for businesses operating in Nigeria who need to protect sensitive information during business negotiations, partnerships, or employment relationships. The document is drafted in accordance with Nigerian law, including compliance with the NDPR 2019 and relevant common law principles. It covers the definition of confidential information, obligations of receiving parties, permitted disclosures, and enforcement mechanisms. The agreement is particularly relevant in today's business environment where data protection and information security are crucial. This template can be customized for various business relationships while maintaining its enforceability under Nigerian jurisdiction.
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1. Parties: Identification of the disclosing party and receiving party, including full legal names and addresses
2. Background: Context of the agreement and the purpose for sharing confidential information
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Authorized Purpose', and 'Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and security measures
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
7. Term and Survival: Duration of the agreement and provisions that survive termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Remedies: Legal remedies available in case of breach, including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Protection Compliance: Specific provisions for compliance with NDPR 2019, required when personal data is involved
2. Intellectual Property Rights: Clarification of IP ownership and rights, needed when confidential information includes IP
3. Non-Solicitation: Restrictions on soliciting employees or customers, useful in business contexts
4. Digital Security Measures: Specific requirements for protecting digital information, needed for electronic data
5. Export Control: Compliance with export control laws, required for international transfers of technology
6. Competitive Restrictions: Non-compete provisions, optional for business-sensitive contexts
7. Force Majeure: Provisions for unforeseen circumstances affecting confidentiality obligations
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 procedures to be followed
4. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertaking to be signed by representatives
5. Appendix B - Data Processing Requirements: Specific requirements for handling personal data under NDPR
Relevant legal definitions
Affiliate
Agreement
Authorized Purpose
Authorized Representative
Business Day
Confidential Information
Disclosing Party
Effective Date
Force Majeure Event
Group Company
Intellectual Property Rights
Notice
Party/Parties
Personal Data
Processing
Receiving Party
Representatives
Security Breach
Subsidiary
Term
Third Party
Trade Secrets
Working Hours
Data Controller
Data Processor
Permitted Recipients
Related Person
Sensitive Information
Confidentiality Period
Residual Information
Agreement
Authorized Purpose
Authorized Representative
Business Day
Confidential Information
Disclosing Party
Effective Date
Force Majeure Event
Group Company
Intellectual Property Rights
Notice
Party/Parties
Personal Data
Processing
Receiving Party
Representatives
Security Breach
Subsidiary
Term
Third Party
Trade Secrets
Working Hours
Data Controller
Data Processor
Permitted Recipients
Related Person
Sensitive Information
Confidentiality Period
Residual Information
Clauses
Confidentiality
Non-Disclosure
Data Protection
Permitted Use
Return of Information
Security Measures
Term and Termination
Survival
Remedies
Intellectual Property
Force Majeure
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Variation
Notices
Third Party Rights
Counterparts
Waiver
Indemnification
Dispute Resolution
Compliance with Laws
Representatives and Warranties
Non-Disclosure
Data Protection
Permitted Use
Return of Information
Security Measures
Term and Termination
Survival
Remedies
Intellectual Property
Force Majeure
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Variation
Notices
Third Party Rights
Counterparts
Waiver
Indemnification
Dispute Resolution
Compliance with Laws
Representatives and Warranties
Relevant Industries
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Energy and Natural Resources
Telecommunications
Real Estate
Retail and Consumer Goods
Education
Agriculture
Construction
Media and Entertainment
Transportation and Logistics
Relevant Teams
Legal
Human Resources
Executive Leadership
Business Development
Operations
Information Technology
Research and Development
Finance
Procurement
Compliance
Administration
Corporate Communications
Strategy
Risk Management
Relevant Roles
Chief Executive Officer
Legal Counsel
Business Development Manager
Human Resources Director
Chief Technology Officer
Project Manager
Investment Manager
Operations Director
Research and Development Manager
Procurement Manager
Chief Financial Officer
Compliance Officer
Contract Administrator
Business Analyst
Department Head
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