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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."
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
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
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
Non-Use
Permitted Purpose
Authorized Representatives
Affiliate
Business Day
Commencement Date
Confidential Information
Disclosing Party
Restricted Party
Effective Date
Group
Intellectual Property Rights
Notice
Permitted Disclosees
Protected Materials
Restricted Activities
Security Protocols
Subsidiary
Term
Territory
Trade Secrets
Working Hours
Breach
Force Majeure Event
Related Persons
Security Requirements
Destruction Certificate
Compliance Report
Nigerian Business Hours
Material Breach
Non-Use Obligations
Permitted Activities
Restricted Activities
Security Requirements
Confidentiality
Term and Termination
Return or Destruction of Materials
Intellectual Property
Warranties and Representations
Indemnification
Breach and Remedies
Injunctive Relief
Audit Rights
Notice Requirements
Assignment
Force Majeure
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Variation
Waiver
Costs
Counterparts
Technology
Manufacturing
Pharmaceuticals
Financial Services
Energy and Resources
Telecommunications
Research and Development
Professional Services
Healthcare
Biotechnology
Legal
Compliance
Information Security
Research and Development
Human Resources
Risk Management
Intellectual Property
Commercial Operations
Information Technology
Executive Leadership
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
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