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Non-Disclosure Agreement

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NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT is made this ________ between ________, a company, incorporated under the laws of the Federal Republic of Nigeria and having the following office address:

________

(hereinafter referred to as "the Disclosing Party")

AND

________, a company, incorporated under the laws of the Federal Republic of Nigeria and having the following office address

________

(hereinafter referred to as "the Receiving Party"), collectively referred to as the "Parties".


WHEREAS
the Disclosing Party desires to disclose some confidential information relating to the Purpose of this Agreement to the Receiving Party.

Therefore, in consideration of mutual covenants and promises contained in this Agreement and the receipt of which is hereby acknowledged, the Parties agree as follows:


1. INTERPRETATION

Unless otherwise defined herein, the following words and expressions shall have the following meaning:

a. "Confidential Information" includes all information or materials of whatever nature relating to the purpose disclosed by the Disclosing Party to the Receiving Party, any of its employees, professional advisers, agents or representatives which is directly or indirectly connected with the purpose for this relationship by the provision of any written material, or by any oral or written statement whatsoever to the Receiving Party, its employees, professional advisers, agents or representatives, but shall not include the following information or data:

(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;

(II) which enters the public domain through no fault of the Receiving Party; or

(III) that is required by law to be disclosed.

b. "Disclosing Party" means the Party to this Agreement that discloses Information, directly or indirectly, to the Receiving Party under or in anticipation of this Agreement.

c. "Receiving Party" means the Party to this Agreement that receives Confidential Information directly or indirectly from the Disclosing Party.

d. "The Purpose" means the purpose for this agreement and this includes but not limited to:

________

2. APPLICATION AND TERM OF AGREEMENT

This Agreement applies to all Confidential Information whether provided to the Receiving Party before, on or after the date of this Agreement and the obligations of the Receiving Party shall continue to be in force for the following period:

________


3. CONFIDENTIALITY OBLIGATIONS

a. The Receiving Party undertakes to do the following:

(I) to keep the Confidential Information secret at all times;

(II) not to disclose the Confidential Information or allow it to be disclosed in whole or in part to any third party without the prior consent of the Disclosing Party; and

(III) not to use the Confidentiality Information in whole or in part for any purpose except for the Purpose stated in this agreement.

b. The Receiving Party undertakes to take proper and reasonable measures to ensure the confidentiality of the Confidential Information.

c. The Receiving Party hereby acknowledges and confirms its entrance into this Agreement on the understanding that any breach on the its part will entitle the Disclosing Party to specific performance and any other forms of equitable reliefs to enforce the provisions of this Agreement.


4. NON CIRCUMVENTION OF DISCLOSED INFORMATION

a. The Receiving Party agrees not to contact at any time, for any purpose either directly or indirectly, with any other party anywhere in the world, in respect of Purpose of this agreement save for the Disclosing Party, its attorney or any true representatives of the Disclosing Party.

b. The Receiving Party undertakes to use the Confidential Information disclosed herein only for the Purpose of this Agreement.

c. The Parties hereby represent that they have full rights, power and authority to execute this Agreement and to perform the actions contemplated herein. This Agreement binds all Parties, their representatives and all subsidiaries and firms affiliated with it, under the terms of this Agreement.


5.
RESTRICTION ON USE OF INFORMATION

a. The Parties agree to use the Confidential Information solely for the purpose for which the information was provided.

b. Except as provided herein, the Receiving Party shall not:

(I) use the Confidential Information except as expressly authorized by the Disclosing Party in writing; and in case of any uncertainty, the Receiving Party agrees to obtain prior approval from the Disclosing Party;

(II) disclose, or permit the disclosure of the Confidential Information to any person;

(III) transfer or part with possession of the whole or any part of the Confidential Information.

c. The Receiving Party shall not use, or disclose, or permit the disclosure by any person of the Confidential Information for the benefit of any third party or in such a way as to procure that the Receiving Party may at any time obtain any advantage over the Disclosing Party.

6. OWNERSHIP MAINTAINED

The Parties acknowledge and agree that any Confidential Information disclosed under this Agreement shall remain the exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting intellectual property rights in the Confidential Information on the Receiving Party.


7. SAFEGUARD AND RETURN OF CONFIDENTIAL INFORMATION AND PROPERTY

The Receiving Party shall take reasonable care to ensure that all materials in the possession of the Receiving Party which contain the Confidential Information be kept and shall return, destroy, or otherwise deal with the said materials as directed by the Disclosing Party. At the Disclosing Party's request, the Receiving Party shall immediately return all tangible documents or products including copies, summaries or notes of the proprietary information which the Receiving Party has received under this Agreement and which may be in the possession of the Receiving Party, including any copies made.


8. RIGHTS AND REMEDIES

The Receiving Party hereby agrees to promptly notify the Disclosing Party of any disclosure of any Confidential Information in violation of this Agreement, whether such disclosure was inadvertent or done with aforethought. The Receiving Party also agrees to notify the Disclosing Party of any legal matter or process requiring the disclosure of any Confidential Information before producing such information.

The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for any unauthorized disclosure of Confidential Information and as such, the Disclosing Party may in addition to any monetary damages, seek injunctive and equitable reliefs.


9. APPLICABLE LAW

This Agreement may be governed and construed in accordance with the laws of the Federal Republic of Nigeria.

10. JURISDICTION

The Parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this Agreement.


11. ASSIGNMENT

No Party shall assign any of its obligation or duties under this Agreement, without the prior written consent of the other Party.


12. 85858 8285525855

552 828288822 25522'8 28882528228 82 5282282 22 252 822285222858 52225252822 85588 82 82 55582822 22 522 22525 2888252822 52525 522 22525 525222222 2552 82828828 252 822285222858 52225252822, 528288 82 88 252528882 25885525 82 reference.

13. WAIVERS

Failure to exercise any right in this Agreement shall not operate as a waiver. The right or remedies herein provided are cumulative and not exclusive of any right or remedies provided by law.

14. 8855855

888 2228828 52525 2588 825222222 2582 82 82 8582822. 552 2228828 2582 82 528882525 2258225882 25 258825 82 5 825282825 2588 22 252 22525 25522 52 252 5555288 8582222 82 2588 825222222 25 2552 25522'8 attorney.

15. 588585588

82 2552 22 2588 825222222 85588 82 855825 25 2252825225 528288 8585 855852822 88 525225 525 882225 82 252 Parties.

16. SEVERABILITY

Every provision in this Agreement is intended to be severable. If any provision is invalid for any reason whatsoever, such invalidity shall not affect the validity of other clauses in this Agreement.

17. COUNTERPARTS

This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.

IN WITNESS WHEREOF the parties have executed this Agreement this day and year first written above.

The Common seal of the within named ________ was hereunto affixed in the presence of




_____________________

DIRECTOR




_____________________

DIRECTOR/SECRETARY

The Common seal of the within named

________ was hereunto affixed in the presence of




_____________________

DIRECTOR




_____________________

DIRECTOR/SECRETARY

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NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT is made this ________ between ________, a company, incorporated under the laws of the Federal Republic of Nigeria and having the following office address:

________

(hereinafter referred to as "the Disclosing Party")

AND

________, a company, incorporated under the laws of the Federal Republic of Nigeria and having the following office address

________

(hereinafter referred to as "the Receiving Party"), collectively referred to as the "Parties".


WHEREAS
the Disclosing Party desires to disclose some confidential information relating to the Purpose of this Agreement to the Receiving Party.

Therefore, in consideration of mutual covenants and promises contained in this Agreement and the receipt of which is hereby acknowledged, the Parties agree as follows:


1. INTERPRETATION

Unless otherwise defined herein, the following words and expressions shall have the following meaning:

a. "Confidential Information" includes all information or materials of whatever nature relating to the purpose disclosed by the Disclosing Party to the Receiving Party, any of its employees, professional advisers, agents or representatives which is directly or indirectly connected with the purpose for this relationship by the provision of any written material, or by any oral or written statement whatsoever to the Receiving Party, its employees, professional advisers, agents or representatives, but shall not include the following information or data:

(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;

(II) which enters the public domain through no fault of the Receiving Party; or

(III) that is required by law to be disclosed.

b. "Disclosing Party" means the Party to this Agreement that discloses Information, directly or indirectly, to the Receiving Party under or in anticipation of this Agreement.

c. "Receiving Party" means the Party to this Agreement that receives Confidential Information directly or indirectly from the Disclosing Party.

d. "The Purpose" means the purpose for this agreement and this includes but not limited to:

________

2. APPLICATION AND TERM OF AGREEMENT

This Agreement applies to all Confidential Information whether provided to the Receiving Party before, on or after the date of this Agreement and the obligations of the Receiving Party shall continue to be in force for the following period:

________


3. CONFIDENTIALITY OBLIGATIONS

a. The Receiving Party undertakes to do the following:

(I) to keep the Confidential Information secret at all times;

(II) not to disclose the Confidential Information or allow it to be disclosed in whole or in part to any third party without the prior consent of the Disclosing Party; and

(III) not to use the Confidentiality Information in whole or in part for any purpose except for the Purpose stated in this agreement.

b. The Receiving Party undertakes to take proper and reasonable measures to ensure the confidentiality of the Confidential Information.

c. The Receiving Party hereby acknowledges and confirms its entrance into this Agreement on the understanding that any breach on the its part will entitle the Disclosing Party to specific performance and any other forms of equitable reliefs to enforce the provisions of this Agreement.


4. NON CIRCUMVENTION OF DISCLOSED INFORMATION

a. The Receiving Party agrees not to contact at any time, for any purpose either directly or indirectly, with any other party anywhere in the world, in respect of Purpose of this agreement save for the Disclosing Party, its attorney or any true representatives of the Disclosing Party.

b. The Receiving Party undertakes to use the Confidential Information disclosed herein only for the Purpose of this Agreement.

c. The Parties hereby represent that they have full rights, power and authority to execute this Agreement and to perform the actions contemplated herein. This Agreement binds all Parties, their representatives and all subsidiaries and firms affiliated with it, under the terms of this Agreement.


5.
RESTRICTION ON USE OF INFORMATION

a. The Parties agree to use the Confidential Information solely for the purpose for which the information was provided.

b. Except as provided herein, the Receiving Party shall not:

(I) use the Confidential Information except as expressly authorized by the Disclosing Party in writing; and in case of any uncertainty, the Receiving Party agrees to obtain prior approval from the Disclosing Party;

(II) disclose, or permit the disclosure of the Confidential Information to any person;

(III) transfer or part with possession of the whole or any part of the Confidential Information.

c. The Receiving Party shall not use, or disclose, or permit the disclosure by any person of the Confidential Information for the benefit of any third party or in such a way as to procure that the Receiving Party may at any time obtain any advantage over the Disclosing Party.

6. OWNERSHIP MAINTAINED

The Parties acknowledge and agree that any Confidential Information disclosed under this Agreement shall remain the exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting intellectual property rights in the Confidential Information on the Receiving Party.


7. SAFEGUARD AND RETURN OF CONFIDENTIAL INFORMATION AND PROPERTY

The Receiving Party shall take reasonable care to ensure that all materials in the possession of the Receiving Party which contain the Confidential Information be kept and shall return, destroy, or otherwise deal with the said materials as directed by the Disclosing Party. At the Disclosing Party's request, the Receiving Party shall immediately return all tangible documents or products including copies, summaries or notes of the proprietary information which the Receiving Party has received under this Agreement and which may be in the possession of the Receiving Party, including any copies made.


8. RIGHTS AND REMEDIES

The Receiving Party hereby agrees to promptly notify the Disclosing Party of any disclosure of any Confidential Information in violation of this Agreement, whether such disclosure was inadvertent or done with aforethought. The Receiving Party also agrees to notify the Disclosing Party of any legal matter or process requiring the disclosure of any Confidential Information before producing such information.

The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for any unauthorized disclosure of Confidential Information and as such, the Disclosing Party may in addition to any monetary damages, seek injunctive and equitable reliefs.


9. APPLICABLE LAW

This Agreement may be governed and construed in accordance with the laws of the Federal Republic of Nigeria.

10. JURISDICTION

The Parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this Agreement.


11. ASSIGNMENT

No Party shall assign any of its obligation or duties under this Agreement, without the prior written consent of the other Party.


12. 85858 8285525855

552 828288822 25522'8 28882528228 82 5282282 22 252 822285222858 52225252822 85588 82 82 55582822 22 522 22525 2888252822 52525 522 22525 525222222 2552 82828828 252 822285222858 52225252822, 528288 82 88 252528882 25885525 82 reference.

13. WAIVERS

Failure to exercise any right in this Agreement shall not operate as a waiver. The right or remedies herein provided are cumulative and not exclusive of any right or remedies provided by law.

14. 8855855

888 2228828 52525 2588 825222222 2582 82 82 8582822. 552 2228828 2582 82 528882525 2258225882 25 258825 82 5 825282825 2588 22 252 22525 25522 52 252 5555288 8582222 82 2588 825222222 25 2552 25522'8 attorney.

15. 588585588

82 2552 22 2588 825222222 85588 82 855825 25 2252825225 528288 8585 855852822 88 525225 525 882225 82 252 Parties.

16. SEVERABILITY

Every provision in this Agreement is intended to be severable. If any provision is invalid for any reason whatsoever, such invalidity shall not affect the validity of other clauses in this Agreement.

17. COUNTERPARTS

This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.

IN WITNESS WHEREOF the parties have executed this Agreement this day and year first written above.

The Common seal of the within named ________ was hereunto affixed in the presence of




_____________________

DIRECTOR




_____________________

DIRECTOR/SECRETARY

The Common seal of the within named

________ was hereunto affixed in the presence of




_____________________

DIRECTOR




_____________________

DIRECTOR/SECRETARY