Non Disclosure Agreement Due Diligence for Nigeria

Non Disclosure Agreement Due Diligence Template for Nigeria

A comprehensive Non-Disclosure Agreement tailored for due diligence processes under Nigerian law, designed to protect confidential information exchanged during corporate transactions and business evaluations. This document incorporates requirements from Nigerian legislation including the Nigeria Data Protection Regulation (NDPR) 2019 and the Companies and Allied Matters Act (CAMA) 2020. It provides robust protection for business secrets, intellectual property, and sensitive corporate information while facilitating necessary information sharing for transaction evaluation. The agreement includes specific provisions for data room access, digital information handling, and post-due diligence information management.

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What is a Non Disclosure Agreement Due Diligence?

This Non Disclosure Agreement Due Diligence template is specifically designed for use in corporate transactions and business evaluations within the Nigerian jurisdiction. It should be used when parties need to exchange sensitive business information for the purpose of evaluating potential business transactions, mergers, acquisitions, or investments. The document ensures compliance with Nigerian legal requirements, including the NDPR 2019 and CAMA 2020, while providing comprehensive protection for confidential information, trade secrets, and proprietary data. It includes provisions for both physical and digital information sharing, data room management, and detailed obligations for information handling and return or destruction. This template is particularly relevant for transactions involving Nigerian companies or foreign entities conducting due diligence in Nigeria.

What sections should be included in a Non Disclosure Agreement Due Diligence?

1. Parties: Identification of the disclosing party, receiving party, and any affiliated entities involved in the due diligence process

2. Background: Context of the due diligence process and purpose of the agreement

3. Definitions: Key terms including Confidential Information, Due Diligence Process, Representatives, Permitted Purpose, and Affiliates

4. Disclosure and Use of Confidential Information: Terms governing how confidential information will be shared and permitted uses during due diligence

5. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information

6. Security Measures: Required security protocols for handling and storing confidential information

7. Return or Destruction of Confidential Information: Procedures for handling confidential information after due diligence completion or termination

8. Duration of Obligations: Time period for confidentiality obligations and survival terms

9. Breach and Remedies: Consequences of breach and available remedies 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 Non Disclosure Agreement Due Diligence?

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

2. Third Party Rights: Provisions regarding rights of third parties, useful when multiple entities are involved

3. Representatives and Professional Advisers: Detailed provisions for access by professional advisers and representatives, important for complex due diligence

4. Insider Trading Prevention: Required for due diligence involving publicly traded companies

5. Non-Solicitation: Optional restrictions on soliciting employees or customers, relevant for competitive situations

6. Digital Information Handling: Specific provisions for handling digital data rooms and electronic information

7. Notice Requirements: Detailed notification procedures, important for complex corporate structures

What schedules should be included in a Non Disclosure Agreement Due Diligence?

1. Schedule 1 - Authorized Representatives: List of authorized representatives who may access confidential information

2. Schedule 2 - Security Protocols: Detailed security measures and protocols for handling confidential information

3. Schedule 3 - Data Room Rules: Specific rules and procedures for accessing and using the data room

4. Appendix A - Confidential Information Categories: Detailed categorization of types of confidential information covered

5. Appendix B - Destruction Certificate: Template certificate confirming 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

Banking & Financial Services

Manufacturing

Oil & Gas

Technology

Real Estate

Healthcare

Telecommunications

Fast-Moving Consumer Goods

Agriculture

Mining

Infrastructure

Education

Retail

Professional Services

Energy

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Strategy

Business Development

Investment

Advisory Services

Corporate Secretariat

Information Security

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Investment Manager

Due Diligence Manager

Corporate Development Director

Mergers & Acquisitions Director

Business Development Manager

Risk Manager

Compliance Officer

Finance Director

Strategy Director

Transaction Advisory Manager

Investment Analyst

Legal Counsel

Company Secretary

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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