NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE 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 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 assigns) of the other part. Collectively referred to as the "Parties".
WHEREAS the Disclosing Party desires to disclose some confidential information relating to the Purpose of this Agreement to the Receiving Party and its Authorized Agents.
Therefore, in consideration of mutual covenants and promises contained in this Agreement the receipt 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 meaning:
1.1. "Confidential Information" includes all information or materials of whatever nature relating to the purpose disclosed by the Disclosing Party to the Receiving Party, any of its employees, professional advisers, agents or representatives which is directly or indirectly connected with the purpose for this relationship by the provision of any written material, or by any oral or written statement whatsoever to the Receiving Party, its employees, professional advisers, agents or representatives, but shall not include the following information or data:
(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;
(II) which enters the public domain through no fault of the Receiving Party; or
(III) that is required by law to be disclosed.
The Confidential Information also includes all information, documents, and materials exchanged during the course of the relationship between the Parties.
1.2. "Disclosing Party" means the Party to this Agreement that discloses 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. "Authorized Recipients" means directors and officers of the Receiving Party who need to have access to the confidential information.
1.5. "The Purpose" means that this Agreement is entered 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 Authorized 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 authorized recipients undertake to do the following:
(I) to keep the Confidential Information secret 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 consent of the Disclosing Party; and
(III) not to use the Confidentiality Information in whole or in part for any purpose except for the Purpose stated in this agreement.
3.2. The Receiving Party and its authorized recipients undertake to take proper and reasonable measures to ensure the confidentiality of the Confidential Information.
3.3. The Receiving Party and its authorized 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 specific performance and any other forms of equitable reliefs to enforce the provisions of this Agreement.
4. NON CIRCUMVENTION OF DISCLOSED INFORMATION
4.1. The Receiving Party and its Authorized Agents agree not to contact at any time, for any purpose either directly or indirectly, with any other party anywhere in the world, in respect of the Purpose of this agreement save for the Disclosing Party, its attorney or any lawful representatives of the Disclosing Party.
4.2. The Receiving Party and its Authorized Agents 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 rights, power and authority to execute this Agreement and to perform the actions contemplated herein. This Agreement binds all Parties, their representatives and all subsidiaries and firms affiliated with it, 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 provided herein, the Receiving Party shall not:
(I) use the Confidential Information except as expressly authorized by the Disclosing Party in writing; and in case of any uncertainty, the Receiving Party agrees to obtain prior approval from the Disclosing Party;
(II) disclose, or permit the disclosure of the Confidential Information to any person except to such Authorized Recipients of the Receiving Party as are necessary to receive or evaluate the Confidential Information;
(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 procure that the Receiving Party may at any time obtain any advantage over the Disclosing Party.
6. AUTHORIZED PERSONS
The Receiving Party undertakes to permit access to the Confidential Information only to those persons authorized by the Receiving Party who reasonably require access to the Confidential Information to accomplish the Purpose in this Agreement and on the condition that such Authorized Recipients shall have:
(I) entered into legally binding confidentiality obligations to the Receiving Party on the 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;
(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 Authorized Recipients comply with the provision of this Agreement.
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 intellectual property rights in the Confidential Information on the Receiving Party.
8. SAFEGUARD AND RETURN OF CONFIDENTIAL INFORMATION AND PROPERTY
The Receiving Party shall take reasonable care to ensure that all materials in the possession of the Receiving Party which contain the Confidential Information be kept and shall return, destroy, or otherwise deal with the said materials as directed by the Disclosing Party. At the Disclosing Party's request, the Receiving Party shall immediately return all tangible documents or products including copies, summaries or notes of the proprietary information which the Receiving Party and the Authorized Recipients have received under this Agreement and which may be in the possession of the Receiving Party and the Authorized Recipients, including any copies made.
9. 852855 888 85258555
9.1. 552 828288822 25522 525282 525228 22 25222282 222822 252 8888828822 25522 22 522 5888828552 22 522 822285222858 52225252822 82 882852822 22 2588 825222222, 8522525 8585 5888828552 858 82558252222 25 5222 8825 522522525252. 552 828288822 25522 5882 525228 22 222822 252 8888828822 25522 22 522 82258 252225 25 2528288 528585822 252 5888828552 22 522 822285222858 52225252822 822252 252558822 8585 82225252822.
9.2. 552 828288822 25522 582228825228 2552 22222552 5525228 252 222 82 5 8522888222 522252 225 522 525525258225 5888828552 22 822285222858 52225252822 525 58 8585, 252 8888828822 25522 252 82 55582822 22 522 22222552 5525228, 8222 8225282882 525 285825882 5288228.
10. 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 it is expressly excluded by reference.
11. APPLICABLE LAW
This Agreement may be governed and construed in accordance with the laws of the Federal Republic of Nigeria.
12. JURISDICTION
The Parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this Agreement.
13. DISPUTE RESOLUTION
The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably through negotiation. If the Parties cannot resolve their disputes within 30 days, the matter shall be referred to mediation. If the Parties cannot resolve their dispute or reach a mutual settlement through mediation, the matter shall be referred to arbitration.
14. MISCELLANEOUS
14.1. Variation: This Agreement may be amended or varied by either of the Parties, and such variation must be agreed to and signed by the Parties to this Agreement. No delay or omission to exercise any right under this Agreement shall be construed as a waiver.
14.2. Assignment: No Party shall assign any of its obligations or duties under this Agreement, without the prior written consent of the other Party.
14.3. Headings: Headings in this Agreement are used for convenience only and shall not be construed to limit or affect the terms of this Agreement.
14.4. Counterparts: This Agreement may be executed in counterparts, all of which constitute one Agreement.
14.5. Entire Agreement: This Agreement and any other agreement described as an addendum to this Agreement constitutes the entire agreement between the Parties and supersedes any prior contrary written or oral agreement made between them.
14.6. Assignment: No Party shall assign any of its obligations or duties under this Agreement, without the prior written consent of the other Party.
14.7. Enurement: This Agreement will ensure the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
14.8. Cumulative Rights: The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
14.9. Waivers: Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, or omission to exercise any right shall not be construed as waiver.
14.10. Severability: If any part of this Agreement is held unenforceable, the remainder of this Agreement shall continue to be in force and have effect.
14.11. Further Assurance: The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement this day and year first written above.
SIGNED by the within-named ________
_______________________
SIGNED by the within-named ________
_____________________
NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE 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 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 assigns) of the other part. Collectively referred to as the "Parties".
WHEREAS the Disclosing Party desires to disclose some confidential information relating to the Purpose of this Agreement to the Receiving Party and its Authorized Agents.
Therefore, in consideration of mutual covenants and promises contained in this Agreement the receipt 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 meaning:
1.1. "Confidential Information" includes all information or materials of whatever nature relating to the purpose disclosed by the Disclosing Party to the Receiving Party, any of its employees, professional advisers, agents or representatives which is directly or indirectly connected with the purpose for this relationship by the provision of any written material, or by any oral or written statement whatsoever to the Receiving Party, its employees, professional advisers, agents or representatives, but shall not include the following information or data:
(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;
(II) which enters the public domain through no fault of the Receiving Party; or
(III) that is required by law to be disclosed.
The Confidential Information also includes all information, documents, and materials exchanged during the course of the relationship between the Parties.
1.2. "Disclosing Party" means the Party to this Agreement that discloses 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. "Authorized Recipients" means directors and officers of the Receiving Party who need to have access to the confidential information.
1.5. "The Purpose" means that this Agreement is entered 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 Authorized 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 authorized recipients undertake to do the following:
(I) to keep the Confidential Information secret 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 consent of the Disclosing Party; and
(III) not to use the Confidentiality Information in whole or in part for any purpose except for the Purpose stated in this agreement.
3.2. The Receiving Party and its authorized recipients undertake to take proper and reasonable measures to ensure the confidentiality of the Confidential Information.
3.3. The Receiving Party and its authorized 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 specific performance and any other forms of equitable reliefs to enforce the provisions of this Agreement.
4. NON CIRCUMVENTION OF DISCLOSED INFORMATION
4.1. The Receiving Party and its Authorized Agents agree not to contact at any time, for any purpose either directly or indirectly, with any other party anywhere in the world, in respect of the Purpose of this agreement save for the Disclosing Party, its attorney or any lawful representatives of the Disclosing Party.
4.2. The Receiving Party and its Authorized Agents 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 rights, power and authority to execute this Agreement and to perform the actions contemplated herein. This Agreement binds all Parties, their representatives and all subsidiaries and firms affiliated with it, 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 provided herein, the Receiving Party shall not:
(I) use the Confidential Information except as expressly authorized by the Disclosing Party in writing; and in case of any uncertainty, the Receiving Party agrees to obtain prior approval from the Disclosing Party;
(II) disclose, or permit the disclosure of the Confidential Information to any person except to such Authorized Recipients of the Receiving Party as are necessary to receive or evaluate the Confidential Information;
(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 procure that the Receiving Party may at any time obtain any advantage over the Disclosing Party.
6. AUTHORIZED PERSONS
The Receiving Party undertakes to permit access to the Confidential Information only to those persons authorized by the Receiving Party who reasonably require access to the Confidential Information to accomplish the Purpose in this Agreement and on the condition that such Authorized Recipients shall have:
(I) entered into legally binding confidentiality obligations to the Receiving Party on the 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;
(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 Authorized Recipients comply with the provision of this Agreement.
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 intellectual property rights in the Confidential Information on the Receiving Party.
8. SAFEGUARD AND RETURN OF CONFIDENTIAL INFORMATION AND PROPERTY
The Receiving Party shall take reasonable care to ensure that all materials in the possession of the Receiving Party which contain the Confidential Information be kept and shall return, destroy, or otherwise deal with the said materials as directed by the Disclosing Party. At the Disclosing Party's request, the Receiving Party shall immediately return all tangible documents or products including copies, summaries or notes of the proprietary information which the Receiving Party and the Authorized Recipients have received under this Agreement and which may be in the possession of the Receiving Party and the Authorized Recipients, including any copies made.
9. 852855 888 85258555
9.1. 552 828288822 25522 525282 525228 22 25222282 222822 252 8888828822 25522 22 522 5888828552 22 522 822285222858 52225252822 82 882852822 22 2588 825222222, 8522525 8585 5888828552 858 82558252222 25 5222 8825 522522525252. 552 828288822 25522 5882 525228 22 222822 252 8888828822 25522 22 522 82258 252225 25 2528288 528585822 252 5888828552 22 522 822285222858 52225252822 822252 252558822 8585 82225252822.
9.2. 552 828288822 25522 582228825228 2552 22222552 5525228 252 222 82 5 8522888222 522252 225 522 525525258225 5888828552 22 822285222858 52225252822 525 58 8585, 252 8888828822 25522 252 82 55582822 22 522 22222552 5525228, 8222 8225282882 525 285825882 5288228.
10. 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 it is expressly excluded by reference.
11. APPLICABLE LAW
This Agreement may be governed and construed in accordance with the laws of the Federal Republic of Nigeria.
12. JURISDICTION
The Parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this Agreement.
13. DISPUTE RESOLUTION
The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably through negotiation. If the Parties cannot resolve their disputes within 30 days, the matter shall be referred to mediation. If the Parties cannot resolve their dispute or reach a mutual settlement through mediation, the matter shall be referred to arbitration.
14. MISCELLANEOUS
14.1. Variation: This Agreement may be amended or varied by either of the Parties, and such variation must be agreed to and signed by the Parties to this Agreement. No delay or omission to exercise any right under this Agreement shall be construed as a waiver.
14.2. Assignment: No Party shall assign any of its obligations or duties under this Agreement, without the prior written consent of the other Party.
14.3. Headings: Headings in this Agreement are used for convenience only and shall not be construed to limit or affect the terms of this Agreement.
14.4. Counterparts: This Agreement may be executed in counterparts, all of which constitute one Agreement.
14.5. Entire Agreement: This Agreement and any other agreement described as an addendum to this Agreement constitutes the entire agreement between the Parties and supersedes any prior contrary written or oral agreement made between them.
14.6. Assignment: No Party shall assign any of its obligations or duties under this Agreement, without the prior written consent of the other Party.
14.7. Enurement: This Agreement will ensure the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
14.8. Cumulative Rights: The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
14.9. Waivers: Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, or omission to exercise any right shall not be construed as waiver.
14.10. Severability: If any part of this Agreement is held unenforceable, the remainder of this Agreement shall continue to be in force and have effect.
14.11. Further Assurance: The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement this day and year first written above.
SIGNED by the within-named ________
_______________________
SIGNED by the within-named ________
_____________________
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