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Non Circumvention Non Disclosure & Working Agreement Ncnda
"I need a Non Circumvention Non Disclosure & Working Agreement NCNDA under Nigerian law for a potential joint venture between my technology company and a manufacturing partner, with special emphasis on protecting our software IP and ensuring they don't bypass us to work directly with our international clients."
1. Parties: Identification and details of all parties to the agreement
2. Background: Context of the agreement and business relationship between the parties
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Confidentiality Obligations: Core obligations regarding handling and protection of confidential information
5. Non-Circumvention Obligations: Restrictions on bypassing or circumventing the other party in business dealings
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed
7. Security Measures: Required procedures and measures for protecting confidential information
8. Duration and Survival: Term of the agreement and provisions that survive termination
9. Return or Destruction of Information: Requirements for handling confidential information upon termination
10. Breach and Remedies: Consequences of breach and available remedies
11. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Rights: Specific provisions regarding IP ownership and licensing when IP is involved
2. Data Protection Compliance: Additional provisions when personal data is included in confidential information
3. Joint Venture Provisions: Specific terms for when parties are contemplating or forming a joint venture
4. Commission Structures: Terms regarding compensation and commission when business opportunities are shared
5. Relationship Management: Procedures for managing ongoing relationship and communications
6. Dispute Resolution: Alternative dispute resolution procedures such as mediation or arbitration
7. Insurance Requirements: Specific insurance obligations for high-value or high-risk relationships
8. Third Party Rights: Provisions regarding rights of third parties affected by the agreement
1. Schedule 1 - Confidential Information: Detailed list or categories of information deemed confidential
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive/handle confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and procedures to be followed
4. Schedule 4 - Restricted Territories: Geographic areas covered by non-circumvention provisions
5. Schedule 5 - Approved Third Parties: List of pre-approved third parties for disclosure or business dealings
6. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality agreements with employees/contractors
7. Appendix B - Data Processing Requirements: Specific requirements for handling personal or sensitive data
8. Appendix C - Notice Requirements: Forms and procedures for required notices under the agreement
Authors
Agreement
Authorized Representative
Business Opportunity
Business Purpose
Circumvention
Confidential Information
Disclosing Party
Effective Date
Group
Intellectual Property Rights
Non-Circumvention Obligation
Notice
Permitted Purpose
Protected Information
Receiving Party
Related Person
Representatives
Restricted Territory
Security Measures
Sensitive Information
Term
Third Party
Trade Secrets
Unauthorized Disclosure
Working Arrangement
Business Day
Confidentiality Obligation
Contact
Force Majeure Event
Material Breach
Parent Company
Personal Data
Principal
Proprietary Information
Subsidiary
Termination Date
Territory
Transaction
Commission
Intermediary
Business Relationship
Damages
Dispute
Legitimate Interest
Market Intelligence
Project
Strategic Information
Target
Business Connection
Definitions
Non-Circumvention
Confidentiality
Permitted Disclosures
Working Arrangement
Term and Duration
Information Security
Non-Solicitation
Commission Structure
Business Opportunities
Intellectual Property
Data Protection
Representations and Warranties
Indemnification
Liability
Force Majeure
Termination
Consequences of Termination
Assignment
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Costs
Counterparts
Authority
Relationship of Parties
Compliance with Laws
Waiver
Survival
Financial Services
Technology
Manufacturing
Oil and Gas
Telecommunications
Real Estate
Healthcare
Professional Services
Energy
Mining
Agriculture
Construction
International Trade
Retail
Education
Pharmaceuticals
Legal
Business Development
Executive Leadership
Finance
Operations
Corporate Development
Compliance
Risk Management
Commercial Operations
Strategy
Mergers & Acquisitions
International Business
Procurement
Information Technology
Research & Development
Chief Executive Officer
Managing Director
Business Development Manager
Legal Counsel
Chief Financial Officer
Operations Director
Project Manager
Investment Manager
Partnership Manager
Compliance Officer
Contract Manager
Strategic Alliance Director
Chief Technology Officer
Corporate Development Manager
Commercial Director
Risk Manager
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