Non Disclosure Non Circumvention Agreement for Nigeria

Non Disclosure Non Circumvention Agreement Template for Nigeria

This document is a comprehensive Non-Disclosure Non-Circumvention Agreement (NDNCA) governed by Nigerian law, designed to protect both confidential information and business relationships. It combines traditional confidentiality provisions with specific non-circumvention clauses to prevent parties from bypassing each other in business dealings. The agreement incorporates relevant provisions from Nigerian contract law, intellectual property legislation, and competition regulations, ensuring enforceability within the Nigerian legal framework while providing robust protection for business interests and confidential information.

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What is a Non Disclosure Non Circumvention Agreement?

The Non-Disclosure Non-Circumvention Agreement (NDNCA) is essential in Nigerian business transactions where parties need to protect both sensitive information and valuable business relationships or opportunities. This document is particularly relevant when businesses are exploring potential partnerships, investments, or commercial arrangements where there's a need to share confidential information while also ensuring that business opportunities and relationships are protected from circumvention. The agreement is structured to comply with Nigerian legal requirements, including contract law principles, intellectual property protection, and competition regulations. It's commonly used in situations involving business negotiations, joint ventures, distribution arrangements, or investment opportunities where parties need mutual assurance of confidentiality and loyalty to the business relationship.

What sections should be included in a Non Disclosure Non Circumvention Agreement?

1. Parties: Identification of all parties to the agreement with full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Business Opportunity', 'Circumvention', and other relevant terms

4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and handling of confidential information

5. Non-Circumvention Obligations: Provisions preventing parties from bypassing each other in business dealings and protecting business relationships

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

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

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Remedies: Legal remedies available in case of breach, including injunctive relief and damages

10. General Provisions: Standard clauses including entire agreement, amendments, severability, and notices

What sections are optional to include in a Non Disclosure Non Circumvention Agreement?

1. International Jurisdiction: Required when parties are from different countries or international enforcement may be needed

2. Third Party Rights: Needed when specific third parties' interests need protection or when third parties may need to enforce the agreement

3. Special Categories of Information: Used when certain information requires additional protection or handling (e.g., personal data, trade secrets)

4. Specific Business Opportunities: Detailed provisions about particular business opportunities that need protection

5. Competition Law Compliance: Specific provisions ensuring compliance with Nigerian competition laws when non-circumvention provisions are extensive

6. Data Protection: Required when personal data or electronic data will be shared

7. Representations and Warranties: Added when specific assurances about the confidential information or business relationships are needed

What schedules should be included in a Non Disclosure Non Circumvention Agreement?

1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential under the agreement

2. Schedule 2 - Protected Business Relationships: List of specific business relationships, contacts, or opportunities protected by the non-circumvention provisions

3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive or handle confidential information

4. Schedule 4 - Security Protocols: Specific procedures for handling and protecting confidential information

5. Appendix A - Notification Forms: Standard forms for various notifications required under the agreement

6. Appendix B - Confidentiality Acknowledgment: Form for third parties or employees to acknowledge confidentiality obligations

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 legal definitions
Relevant Industries

Technology

Manufacturing

Oil and Gas

Financial Services

Telecommunications

Real Estate

Healthcare

Mining

Agriculture

Professional Services

Retail and Distribution

Construction

Energy

Entertainment and Media

Relevant Teams

Legal

Business Development

Executive Leadership

Operations

Finance

Strategic Planning

Sales

Research and Development

Procurement

Corporate Development

Mergers and Acquisitions

Investment

Product Development

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Manager

Chief Financial Officer

Legal Counsel

Investment Manager

Operations Director

Project Manager

Strategic Partnership Manager

Procurement Manager

Sales Director

Technology Officer

Research and Development Manager

Commercial Director

Venture Capital Manager

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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