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Proprietary Information Agreement
"I need a Proprietary Information Agreement under Nigerian law for a technology startup sharing software development information with an offshore development company, with special emphasis on source code protection and restrictions on reverse engineering."
1. Parties: Identifies and defines the parties entering into the agreement, including their legal names, addresses, and company registration details
2. Background: Sets out the context and purpose of the agreement, including the nature of the business relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information', 'Proprietary Information', 'Permitted Purpose', and other relevant terms
4. Scope of Confidential Information: Clearly defines what information is covered by the agreement and any specific exclusions
5. Obligations of Confidentiality: Details the receiving party's duties to maintain confidentiality and permitted uses of the information
6. Security Measures: Specifies the required security measures for protecting confidential information
7. Term and Survival: Specifies the duration of the agreement and which obligations survive termination
8. Return or Destruction of Information: Procedures for handling confidential information upon termination or request
9. Breach and Remedies: Outlines consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and modification provisions
1. Third Party Disclosure: Include when the receiving party may need to share information with authorized third parties such as professional advisors or contractors
2. Data Protection Compliance: Include when confidential information includes personal data subject to Nigerian Data Protection Regulation
3. Export Control: Include when confidential information may be subject to export control laws
4. Non-Solicitation: Include when there's a need to prevent poaching of employees or clients
5. Competitive Activities: Include when parties need to address potential competitive activities during the confidentiality period
6. Reverse Engineering: Include when dealing with technical information or products that could be reverse engineered
7. Force Majeure: Include when parties want to address circumstances beyond their control affecting confidentiality obligations
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to access the confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and procedures for handling confidential information
4. Appendix A - Form of Acknowledgment: Template for authorized recipients to acknowledge their confidentiality obligations
5. Appendix B - Data Processing Terms: Specific terms for handling personal data when applicable
Authors
Authorized Recipients
Business Day
Business Purpose
Confidential Information
Data Protection Laws
Disclosing Party
Effective Date
Group
Intellectual Property Rights
Notice
Party/Parties
Permitted Purpose
Personal Data
Proprietary Information
Receiving Party
Representatives
Security Measures
Subsidiary
Term
Third Party
Trade Secrets
Unauthorized Disclosure
Working Hours
Non-Disclosure
Permitted Use
Information Security
Return of Information
Data Protection
Intellectual Property
Term and Termination
Breach and Remedies
Indemnification
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Counterparts
Survival
Non-Solicitation
Jurisdiction
Technology and Software
Manufacturing
Healthcare and Pharmaceuticals
Financial Services
Professional Services
Energy and Natural Resources
Telecommunications
Research and Development
Education
Consumer Goods
Agriculture
Construction and Real Estate
Media and Entertainment
Mining
Oil and Gas
Legal
Compliance
Human Resources
Research and Development
Information Technology
Business Development
Corporate Affairs
Finance
Operations
Risk Management
Procurement
Executive Leadership
Innovation
Information Security
Strategic Planning
Chief Executive Officer
Legal Counsel
Business Development Manager
Chief Technology Officer
Human Resources Director
Project Manager
Research and Development Director
Chief Financial Officer
Procurement Manager
Corporate Secretary
Compliance Officer
Operations Manager
Investment Manager
Technical Director
Innovation Manager
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