This International Non-Disclosure Agreement is essential for businesses engaging in cross-border transactions or relationships where confidential information needs to be protected under Nigerian law. It is particularly relevant when Nigerian companies are sharing sensitive business information with foreign partners, or when international companies are entering the Nigerian market. The document ensures compliance with Nigerian legal requirements while maintaining international enforceability, making it suitable for various scenarios including joint ventures, technology transfers, investment discussions, and international consulting arrangements. It addresses specific challenges of cross-border information protection, including data localization requirements under Nigerian law, and provides comprehensive protection for trade secrets, proprietary information, and personal data.
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1. Parties: Identification of all parties to the agreement, including their registered addresses and company details
2. Background: Context of the agreement, relationship between the parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Authorized Recipients'
4. Scope of Confidentiality: Detailed description of what constitutes confidential information and exclusions from confidentiality obligations
5. Obligations of Receiving Party: Core confidentiality obligations, including storage, handling, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed and procedures for such disclosure
7. Data Protection and Security: Specific measures required for data protection, compliance with Nigerian Data Protection Regulation
8. Term and Survival: Duration of the agreement and provisions that survive termination
9. Return or Destruction of Information: Procedures for handling confidential information upon termination or request
10. Breach and Remedies: Consequences of breach, including remedies and indemnification
11. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including severability, amendments, and notices
1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes IP - used when sharing technical information or trade secrets
2. Export Control: Provisions dealing with export control regulations - needed when confidential information may be subject to international trade restrictions
3. Corporate Authority: Warranties regarding corporate authority to enter agreement - important for complex corporate structures
4. Non-Solicitation: Provisions preventing solicitation of employees or customers - useful when parties have access to personnel or customer information
5. Competing Projects: Provisions addressing work on competing projects - relevant when parties are in the same industry
6. Force Majeure: Provisions for unforeseen circumstances affecting ability to protect information - particularly relevant in international contexts
1. Schedule 1 - Description of Confidential Information: Detailed categorization and description of confidential information covered
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to access the confidential information
3. Schedule 3 - Security Measures: Specific security protocols and measures required for protecting the confidential information
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for authorized recipients to sign
5. Appendix B - Data Processing Requirements: Specific requirements for processing personal data under Nigerian law
Relevant legal definitions
Affiliate
Agreement
Authorized Purpose
Authorized Recipients
Business Day
Confidential Information
Disclosing Party
Effective Date
Group
Information
Intellectual Property Rights
Nigerian Law
Non-Disclosure Obligations
Notice
Party/Parties
Personal Data
Permitted Disclosures
Permitted Purpose
Receiving Party
Representatives
Restricted Period
Security Measures
Sensitive Information
Subsidiary
Term
Third Party
Trade Secrets
Confidentiality Undertaking
Data Protection Laws
Force Majeure Event
Jurisdiction
Related Entity
Proprietary Information
Technical Information
Working Hours
Agreement
Authorized Purpose
Authorized Recipients
Business Day
Confidential Information
Disclosing Party
Effective Date
Group
Information
Intellectual Property Rights
Nigerian Law
Non-Disclosure Obligations
Notice
Party/Parties
Personal Data
Permitted Disclosures
Permitted Purpose
Receiving Party
Representatives
Restricted Period
Security Measures
Sensitive Information
Subsidiary
Term
Third Party
Trade Secrets
Confidentiality Undertaking
Data Protection Laws
Force Majeure Event
Jurisdiction
Related Entity
Proprietary Information
Technical Information
Working Hours
Clauses
Confidentiality
Definitions
Permitted Use
Data Protection
Information Security
Term and Termination
Return of Information
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Assignment
Third Party Rights
Severability
Entire Agreement
Amendments
Notices
Indemnification
Breach Remedies
Warranties
Non-Solicitation
Export Control
Costs
Counterparts
Interpretation
Waiver
Survival
Boilerplate
Definitions
Permitted Use
Data Protection
Information Security
Term and Termination
Return of Information
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Assignment
Third Party Rights
Severability
Entire Agreement
Amendments
Notices
Indemnification
Breach Remedies
Warranties
Non-Solicitation
Export Control
Costs
Counterparts
Interpretation
Waiver
Survival
Boilerplate
Relevant Industries
Technology and Software
Manufacturing
Oil and Gas
Financial Services
Healthcare and Pharmaceuticals
Telecommunications
Professional Services
Agriculture and Food Processing
Mining and Natural Resources
Infrastructure and Construction
Education and Training
Research and Development
International Trade
Renewable Energy
Relevant Teams
Legal
Executive Leadership
Business Development
Research and Development
Information Technology
Operations
Finance
Human Resources
Procurement
Compliance
International Relations
Strategic Planning
Project Management
Innovation
Relevant Roles
Chief Executive Officer
Managing Director
Business Development Manager
Legal Counsel
Chief Technology Officer
Investment Manager
Project Manager
Research Director
Operations Manager
Compliance Officer
Chief Financial Officer
International Business Manager
Strategic Partnership Director
Innovation Manager
Procurement Manager
Human Resources Director
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