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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."
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
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
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
Disclosing Party
Receiving Party
Authorized Representatives
Affiliates
Permitted Purpose
Agreement
Business Day
Commencement Date
Confidentiality Period
Data Protection Laws
Disclosures Required by Law
Effective Date
Group
Information Security Requirements
Intellectual Property Rights
Notice
Personal Data
Professional Advisors
Representatives
Security Breach
Sensitive Information
Services
Subsidiary
Term
Trade Secrets
Unauthorized Disclosure
Vendor
Working Hours
Applicable Law
Confidentiality Obligations
Nigerian Business Hours
Material Breach
Proprietary Information
Related Entities
Security Protocols
Third Party
Permitted Recipients
Residual Information
Business Relationship
Non-Disclosure
Permitted Use
Information Security
Data Protection
Return of Information
Destruction of Information
Term and Termination
Intellectual Property
Permitted Disclosure
Breach and Remedies
Indemnification
Governing Law
Jurisdiction
Assignment
Severability
Force Majeure
Notices
Third Party Rights
Entire Agreement
Amendment
Waiver
Counterparts
Survival
Representation and Warranties
Dispute Resolution
Compliance with Laws
Audit Rights
Technology
Manufacturing
Financial Services
Healthcare
Telecommunications
Oil and Gas
Professional Services
Retail
Construction
Agriculture
Education
Entertainment
Logistics
Real Estate
Mining
Legal
Procurement
Compliance
Operations
Finance
Information Technology
Security
Risk Management
Supply Chain
Vendor Management
Administration
Corporate Affairs
Business Development
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
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