Non-Disclosure Agreement - Template, Sample Form Pro · NG-law
✓ Valid in Nigeria · drafted to comply with local law
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NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is made this ________ BETWEEN:
________ of the following address:
________
(hereinafter referred to as the "Disclosing Party", which expression shall, where the context so admits, include its successors-in-title and permitted assigns) of the one part;
AND
________ of the following address:
________
(hereinafter referred to as the "Receiving Party", which expression shall, where the context so admits, include its successors-in-title and permitted assigns) of the other part.
The Disclosing Party and the Receiving Party are hereinafter collectively referred to as the "Parties" and individually as a "Party".
WHEREAS:
(A) The Disclosing Party desires to disclose certain confidential information relating to the Purpose of this Agreement to the Receiving Party and its Authorised Recipients;
(B) The Parties wish to record the terms upon which such Confidential Information shall be disclosed, received, protected and used.
NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. INTERPRETATION
Unless otherwise defined herein, the following words and expressions shall have the following meanings:
(I) which can be established by written records to have been already known to the Receiving Party or to the public at the time of disclosure;
(II) which enters the public domain through no fault, act or omission of the Receiving Party; or
(III) which is required to be disclosed by law, by any court of competent jurisdiction or by any competent regulatory authority, provided that the Receiving Party shall, to the extent permitted by law, give the Disclosing Party prompt written notice of such requirement.
1.2. "Disclosing Party" means the Party to this Agreement that discloses Confidential Information, directly or indirectly, to the Receiving Party under or in anticipation of this Agreement.
1.3. "Receiving Party" means the Party to this Agreement that receives Confidential Information, directly or indirectly, from the Disclosing Party.
1.4. "Authorised Recipients" means the directors, officers and employees of the Receiving Party who reasonably require access to the Confidential Information to accomplish the Purpose.
1.5. "Personal Data" means personal data as defined under the Nigeria Data Protection Act 2023, comprised within or forming part of the Confidential Information.
1.6. "The Purpose" means that this Agreement is entered into in connection with an Employment Contract dated ________ between the Parties.
2. APPLICATION AND TERM OF AGREEMENT
This Agreement applies to all Confidential Information, whether provided to the Receiving Party and the Authorised Recipients before, on or after the date of this Agreement, and the obligations of the Receiving Party shall continue to be in force for the following period:
________
3. CONFIDENTIALITY OBLIGATIONS
3.1. The Receiving Party and its Authorised Recipients undertake:
(I) to keep the Confidential Information secret and confidential at all times;
(II) not to disclose the Confidential Information or allow it to be disclosed in whole or in part to any third party without the prior written consent of the Disclosing Party; and
(III) not to use the Confidential Information in whole or in part for any purpose except for the Purpose stated in this Agreement.
3.2. The Receiving Party and its Authorised Recipients undertake to take all proper and reasonable measures to ensure the confidentiality and security of the Confidential Information, applying a standard of care no less rigorous than that which they apply to their own confidential information.
3.3. The Receiving Party and its Authorised Recipients hereby acknowledge and confirm their entrance into this Agreement on the understanding that any breach on their part will entitle the Disclosing Party to injunctive relief, specific performance and any other form of equitable relief, in addition to damages, to enforce the provisions of this Agreement.
4. NON-CIRCUMVENTION
4.1. The Receiving Party and its Authorised Recipients agree not to contact, at any time and for any purpose, whether directly or indirectly, any party anywhere in the world in respect of the Purpose of this Agreement, save for the Disclosing Party, its solicitors or any lawful representatives of the Disclosing Party.
4.2. The Receiving Party and its Authorised Recipients undertake to use the Confidential Information disclosed herein only for the Purpose of this Agreement.
4.3. The Parties hereby represent that they have full right, power and authority to execute this Agreement and to perform the actions contemplated herein. This Agreement binds the Parties, their representatives and all subsidiaries and firms affiliated with them, under the terms of this Agreement.
5. RESTRICTION ON USE OF INFORMATION
5.1. The Parties agree to use the Confidential Information solely for the purpose for which the information was provided.
5.2. Except as expressly provided herein, the Receiving Party shall not:
(I) use the Confidential Information except as expressly authorised by the Disclosing Party in writing, and in case of any uncertainty, the Receiving Party agrees to obtain prior written approval from the Disclosing Party;
(II) disclose, or permit the disclosure of, the Confidential Information to any person except to such Authorised Recipients of the Receiving Party as are necessary to receive or evaluate the Confidential Information; or
(III) transfer or part with possession of the whole or any part of the Confidential Information.
5.3. The Receiving Party shall not use, disclose, or permit the disclosure by any person of the Confidential Information for the benefit of any third party, or in such a way as to enable the Receiving Party to obtain at any time any advantage over the Disclosing Party.
6. AUTHORISED PERSONS
The Receiving Party undertakes to permit access to the Confidential Information only to those persons authorised by the Receiving Party who reasonably require access to the Confidential Information to accomplish the Purpose, and on condition that such Authorised Recipients shall have:
(I) entered into legally binding confidentiality obligations to the Receiving Party on terms equivalent to those set out in this Agreement (and such obligations extend to the Confidential Information);
(II) been informed of the Disclosing Party's interest in the Confidential Information and the terms of this Agreement; and
(III) been instructed to treat the Confidential Information as secret and confidential in accordance with the provisions of this Agreement. The Receiving Party shall be responsible for ensuring that the Authorised Recipients comply with the provisions of this Agreement and shall be liable for any breach by them.
7. OWNERSHIP MAINTAINED
The Parties acknowledge and agree that any Confidential Information disclosed under this Agreement shall remain the exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any intellectual property rights in the Confidential Information to the Receiving Party.
8. DATA PROTECTION
8.1. Where the Confidential Information includes Personal Data, the Receiving Party shall process such Personal Data strictly in accordance with the Nigeria Data Protection Act 2023, the Nigeria Data Protection Regulation and any subsidiary legislation, regulations or directions issued by the Nigeria Data Protection Commission.
8.2. The Receiving Party shall implement appropriate technical and organisational measures to safeguard such Personal Data against unauthorised or unlawful processing, accidental loss, destruction or damage, and shall promptly notify the Disclosing Party of any personal data breach.
9. SAFEGUARD AND RETURN OF CONFIDENTIAL INFORMATION AND PROPERTY
10. NO LICENCE OR REPRESENTATION
10.1. Nothing in this Agreement shall be construed as granting or conferring on the Receiving Party, whether expressly or by implication, any licence, right, title or interest in or to the Confidential Information or any intellectual property rights of the Disclosing Party, save for the limited right to use the Confidential Information for the Purpose stated in this Agreement.
10.2. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness or sufficiency of the Confidential Information, and the Receiving Party agrees that the Disclosing Party shall not be liable for any loss or damage arising from the Receiving Party's reliance on or use of the Confidential Information.
11. OTHER AGREEMENTS
The Receiving Party's obligations in respect of the Confidential Information shall be in addition to any other obligation under any other agreement that involves the Confidential Information, unless expressly excluded by reference.
12. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
13. JURISDICTION
Subject to Clause 14, the Parties agree that the courts of the Federal Republic of Nigeria shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
14. DISPUTE RESOLUTION
14.1. The Parties shall use their best endeavours to negotiate and settle amicably any dispute or difference arising out of or in connection with this Agreement.
14.2. If the Parties are unable to resolve their dispute within thirty (30) days, the matter shall be referred to mediation.
14.3. If the dispute is not resolved through mediation, the matter shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023. The arbitral tribunal shall consist of a sole arbitrator appointed by agreement of the Parties or, failing agreement, by the appointing authority specified herein. The seat of arbitration shall be ________ and the language of the arbitration shall be English. The award of the arbitrator shall be final and binding on the Parties.
15. MISCELLANEOUS
15.1. Variation: This Agreement may only be amended or varied by an instrument in writing agreed to and signed by both Parties.
15.2. Assignment: No Party shall assign any of its rights, obligations or duties under this Agreement without the prior written consent of the other Party.
15.3. Headings: Headings in this Agreement are used for convenience only and shall not be construed to limit or affect the terms of this Agreement.
15.4. Counterparts: This Agreement may be executed in counterparts, each of which when executed and delivered shall constitute an original, and all of which together shall constitute one and the same Agreement.
15.5. Entire Agreement: This Agreement, together with any addendum to this Agreement, constitutes the entire agreement between the Parties and supersedes any prior contrary written or oral agreement between them.
15.6. Notices: Any notice under this Agreement shall be in writing and shall be delivered to the address of the relevant Party set out above or to such other address as may be notified in writing from time to time.
15.7. Enurement: This Agreement shall enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, personal representatives and permitted successors and assigns.
15.8. Cumulative Rights: The rights of the Parties under this Agreement are cumulative and shall not be construed as exclusive, except as otherwise provided by law.
15.9. Waivers: Any term or provision of this Agreement may be waived only in writing by the Party entitled to such benefit. No delay or omission to exercise any right shall be construed as a waiver thereof.
15.10. Severability: If any part of this Agreement is held to be unenforceable, the remainder of this Agreement shall continue to be in full force and effect.
15.11. Further Assurance: The Parties shall execute and deliver all such documents and take all such actions and steps as may be necessary or incidental to give full effect to the provisions of this Agreement.
IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first above written.
SIGNED by the within-named Disclosing Party ________
_______________________
Name: ________
Designation: ________
Date: ________
In the presence of:
Witness Name: ________
Witness Address: ________
Witness Occupation: ________
Witness Signature: _______________________
SIGNED by the within-named Receiving Party ________
_______________________
Name: ________
Designation: ________
Date: ________
In the presence of:
Witness Name: ________
Witness Address: ________
Witness Occupation: ________
Witness Signature: _______________________
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