Vendor Non Disclosure Agreement Template for Nigeria

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Key Requirements PROMPT example:

Vendor Non Disclosure Agreement

"Need a Vendor Non Disclosure Agreement under Nigerian law for a technology company sharing software development specifications with multiple offshore development contractors, with special emphasis on data protection and source code confidentiality."

Document background
The Vendor Non Disclosure Agreement is a critical legal document used when a company needs to share confidential information with its vendors or suppliers in Nigeria. This agreement is essential for protecting proprietary information, trade secrets, customer data, and other sensitive business information that may be disclosed during vendor engagements or potential business relationships. Given Nigeria's growing business ecosystem and the increasing importance of data protection, this document incorporates provisions that comply with Nigerian contract law, the Nigeria Data Protection Regulation 2019, and other relevant local legislation. The agreement is particularly important in contexts where vendors may have access to sensitive operational details, technical specifications, customer information, or business strategies. It provides legal recourse under Nigerian law in case of unauthorized disclosure or misuse of confidential information.
Suggested Sections

1. Parties: Identification of the disclosing party (typically the company) and the receiving party (the vendor), including full legal names and registered addresses

2. Background: Context of the relationship between parties and purpose of sharing confidential information

3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', 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 non-disclosure, non-use, and security measures

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, professional advisors, or as required by law

7. Protection Measures: Specific security measures required to protect confidential information

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Duration and Survival: Term of the agreement and provisions that survive termination

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

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes IP - use when sharing technical information or proprietary processes

2. Data Protection Compliance: Specific provisions regarding compliance with Nigerian Data Protection Regulation - include when personal data is involved

3. Non-Solicitation: Prevents vendor from soliciting employees or customers - include for vendors with direct access to employee or customer information

4. Export Control: Provisions regarding international transfer of information - include for international vendors or when dealing with regulated technologies

5. Competitive Restrictions: Additional restrictions on vendor's competitive activities - include when vendor has access to highly sensitive market information

6. Insurance Requirements: Obligations to maintain specific insurance coverage - include for high-risk vendor relationships

7. Auditing Rights: Right to audit vendor's compliance with confidentiality obligations - include for critical vendors or when handling highly sensitive information

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

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 required for handling confidential information

4. Schedule 4 - Approved Subcontractors: List of approved subcontractors who may have access to confidential information (if applicable)

5. Appendix A - Information Handling Procedures: Detailed procedures for handling, storing, and disposing of confidential information

6. Appendix B - Incident Response Plan: Procedures to follow in case of actual or suspected unauthorized disclosure

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

Financial Services

Healthcare

Telecommunications

Oil and Gas

Professional Services

Retail

Construction

Agriculture

Education

Entertainment

Logistics

Real Estate

Mining

Relevant Teams

Legal

Procurement

Compliance

Operations

Finance

Information Technology

Security

Risk Management

Supply Chain

Vendor Management

Administration

Corporate Affairs

Business Development

Relevant Roles

Procurement Manager

Legal Counsel

Compliance Officer

Contract Manager

Supply Chain Director

Chief Financial Officer

Operations Manager

Project Manager

Vendor Relations Manager

Risk Manager

Chief Technology Officer

Information Security Officer

Business Development Manager

Chief Executive Officer

Administrative Officer

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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