Non Use Agreement Template for Nigeria

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Key Requirements PROMPT example:

Non Use Agreement

"I need a Non-Use Agreement under Nigerian law to prevent a former contractor from using our proprietary software development methodology and technical specifications, with the agreement to take effect from March 1, 2025, and include provisions for regular compliance audits."

Document background
The Non-Use Agreement serves as a crucial legal instrument in Nigerian business transactions where one party needs to restrict another party's use of specific information, technology, or assets. This document is particularly vital in scenarios involving proprietary information, trade secrets, or valuable business assets that require protection beyond standard confidentiality agreements. Under Nigerian law, these agreements must balance effective restrictions with competition law compliance and constitutional rights. The document typically includes detailed definitions of restricted information, specific non-use obligations, security protocols, and enforcement mechanisms. It's commonly used in business transactions, joint ventures, employment situations, and corporate restructuring where protecting proprietary assets is paramount.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including their legal status and registered addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the non-use restrictions

3. Definitions: Detailed definitions of key terms, especially 'Restricted Information', 'Non-Use', and other critical concepts

4. Scope of Non-Use: Clear delineation of what information, materials, or knowledge is subject to non-use restrictions

5. Non-Use Obligations: Specific restrictions and obligations regarding the non-use of specified information or materials

6. Security Measures: Required security measures to prevent unauthorized access or inadvertent use of restricted information

7. Duration: Term of the agreement and survival provisions for specific obligations

8. Return or Destruction: Requirements for returning or destroying restricted information upon agreement termination

9. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief

10. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

11. General Provisions: Standard contractual provisions including notices, amendments, and severability

Optional Sections

1. Permitted Uses: Specific circumstances under which limited use may be permitted, used when there are exceptions to the general non-use obligation

2. Third Party Rights: Provisions regarding rights of third parties, needed when third parties may have interests in the restricted information

3. Insurance Requirements: Insurance obligations of the restricted party, included when dealing with high-value or sensitive information

4. Audit Rights: Rights to audit compliance with non-use obligations, important for high-risk or highly sensitive restrictions

5. Force Majeure: Provisions for unforeseen circumstances, included when long-term restrictions are involved

6. Assignment and Succession: Rules about transferring rights under the agreement, important for corporate parties or long-term agreements

Suggested Schedules

1. Schedule 1 - Restricted Information: Detailed list and description of all information subject to non-use restrictions

2. Schedule 2 - Security Protocols: Specific security measures and protocols required for protecting restricted information

3. Schedule 3 - Authorized Personnel: List of personnel authorized to handle or have knowledge of restricted information

4. Appendix A - Destruction Certificate: Template certificate confirming destruction of restricted information

5. Appendix B - Compliance Report Template: Standard format for periodic compliance reporting if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Financial Services

Energy and Resources

Telecommunications

Research and Development

Professional Services

Healthcare

Biotechnology

Relevant Teams

Legal

Compliance

Information Security

Research and Development

Human Resources

Risk Management

Intellectual Property

Commercial Operations

Information Technology

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Intellectual Property Manager

Research Director

Chief Technology Officer

Information Security Officer

Commercial Director

Business Development Manager

Risk Management Officer

Compliance Officer

Human Resources Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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