This Non-Disclosure Agreement Trade Secret is essential for businesses operating in Nigeria who need to protect their valuable trade secrets and confidential information when sharing them with third parties. It is particularly crucial when disclosing manufacturing processes, formulas, technical designs, customer lists, business strategies, or other proprietary information that provides competitive advantage. The document complies with Nigerian legal requirements and common law principles, incorporating specific provisions for trade secret protection, security measures, and enforcement mechanisms. It should be used before sharing any sensitive information with potential business partners, employees, contractors, or other third parties who need access to trade secrets for legitimate business purposes. The agreement includes comprehensive definitions of trade secrets, specific handling requirements, and clear remedies under Nigerian law.
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1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', 'Authorized Representatives', and other key terms
4. Scope of Confidential Information: Specific description of trade secrets and confidential information covered by the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Security Measures: Specific security protocols and measures required to protect the confidential information
8. Return or Destruction of Information: Requirements for handling confidential information upon termination or request
9. Duration and Survival: Term of the agreement and provisions that survive termination
10. Breach and Remedies: Consequences of breach, including injunctive relief and damages
11. General Provisions: Standard provisions including governing law, jurisdiction, entire agreement, and variation
1. Non-Solicitation: Optional clause preventing solicitation of employees or customers, used when there's risk of business interference
2. Non-Competition: Restrictions on competitive activities, included when sharing highly sensitive trade secrets
3. Data Protection: Specific provisions for handling personal data, required if personal data is involved
4. Export Control: Provisions for international transfer of information, needed for cross-border arrangements
5. Publicity: Restrictions on public announcements about the relationship, useful for sensitive business relationships
6. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-value trade secrets
7. Audit Rights: Right to audit compliance with security measures, useful for highly sensitive information
1. Schedule 1 - Description of Trade Secrets: Detailed description of specific trade secrets and confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle the confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols to be followed
4. Appendix A - Acknowledgment Form: Form for employees or subcontractors to acknowledge confidentiality obligations
5. Appendix B - Information Return Form: Form for documenting return or destruction of confidential information
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