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Non Disclosure Agreement Document
"I need a Non Disclosure Agreement Document for a potential technology partnership between my Nigerian software company and a foreign cloud services provider, with specific provisions for data protection and cross-border data transfers to be effective from March 2025."
1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details for corporate entities
2. Background: Context of the agreement, including the purpose for sharing confidential information and the nature of the business relationship
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including duty to maintain secrecy and prevent unauthorized disclosure
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Security Measures: Required measures to protect confidential information from unauthorized access or disclosure
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Duration and Survival: Term of the agreement and which obligations survive termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for dispute resolution
12. Execution: Signature blocks and execution requirements
1. Data Protection Compliance: Additional provisions for compliance with Nigerian Data Protection Regulation when personal data is involved
2. Intellectual Property Rights: Clarification that the agreement does not transfer any IP rights, useful when confidential information includes IP
3. Non-Solicitation: Restrictions on soliciting employees or customers, relevant for business relationships
4. Assignment and Succession: Rules about transferring rights under the agreement, important for corporate parties
5. Electronic Storage: Specific provisions for digital storage and protection of confidential information
6. Dispute Resolution: Alternative dispute resolution mechanisms like mediation or arbitration
7. Force Majeure: Provisions for extraordinary events affecting compliance with obligations
8. Representatives and Warranties: Additional assurances about authority to share information and its accuracy
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed
4. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings to be signed by employees or representatives
5. Appendix B - Notification Requirements: Procedures and contact details for required notifications under the agreement
Authors
Disclosing Party
Receiving Party
Permitted Purpose
Authorized Representatives
Affiliate
Business Day
Confidentiality Period
Effective Date
Group
Permitted Disclosees
Representatives
Trade Secrets
Intellectual Property Rights
Personal Data
Proprietary Information
Material
Security Protocols
Unauthorized Disclosure
Third Party
Digital Information
Confidentiality Undertaking
Related Entity
Termination Date
Excluded Information
Business Relationship
Governing Law
Jurisdiction
Force Majeure Event
Dispute
Definitions
Disclosure and Use
Data Protection
Intellectual Property
Term and Termination
Return of Information
Security Measures
Permitted Disclosures
Representations and Warranties
Breach and Remedies
Injunctive Relief
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Notices
Force Majeure
Third Party Rights
Waiver
Amendment
Counterparts
Survival
Non-Solicitation
Costs
Technology
Manufacturing
Financial Services
Healthcare
Oil and Gas
Professional Services
Telecommunications
Real Estate
Education
Agriculture
Entertainment
Retail
Construction
Mining
Pharmaceuticals
Legal
Human Resources
Business Development
Executive Leadership
Research and Development
Information Technology
Finance
Operations
Procurement
Compliance
Corporate Affairs
Mergers and Acquisitions
Chief Executive Officer
Managing Director
Chief Legal Officer
Legal Counsel
Business Development Manager
Project Manager
Human Resources Director
Chief Technology Officer
Research Director
Investment Manager
Operations Manager
Procurement Manager
Chief Financial Officer
Company Secretary
Compliance Officer
Contract Manager
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