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Perpetual NDA Template for Nigeria

This document is a comprehensive Perpetual Non-Disclosure Agreement (NDA) governed by Nigerian law, designed to protect confidential information shared between parties with no temporal limitation. It incorporates key provisions of Nigerian contract law, the Freedom of Information Act, and relevant data protection regulations. The agreement provides robust protection for trade secrets, proprietary information, and business methods while ensuring compliance with Nigerian corporate and intellectual property laws. It includes specific enforcement mechanisms and remedies available under Nigerian jurisdiction, making it particularly suitable for long-term business relationships where ongoing confidentiality is crucial.

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What is a Perpetual NDA?

This Perpetual NDA is essential for business relationships in Nigeria where ongoing protection of confidential information is required without time limitations. The document is particularly relevant when parties need to share sensitive business information, trade secrets, or proprietary technology in the context of long-term business relationships, joint ventures, or strategic partnerships. It is designed to comply with Nigerian legal requirements while providing comprehensive protection for various types of confidential information. The agreement's perpetual nature ensures that confidentiality obligations continue indefinitely, making it suitable for protecting critical business information that maintains its value over time. This type of NDA is commonly used in significant business transactions, technology transfers, and strategic collaborations where the disclosed information requires permanent protection.

What sections should be included in a Perpetual NDA?

1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses

2. Background: Context of the agreement and the business relationship between the parties

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Trade Secrets', and 'Authorized Personnel'

4. Scope of Confidential Information: Comprehensive description of what constitutes confidential information under the agreement

5. Obligations of Receiving Party: Detailed responsibilities regarding the protection, non-disclosure, and non-use of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

7. Security Measures: Specific measures required to protect confidential information

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

9. Perpetual Nature of Obligations: Clear statement that confidentiality obligations continue indefinitely

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

11. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction for dispute resolution

12. General Provisions: Standard clauses including severability, entire agreement, and amendments

What sections are optional to include in a Perpetual NDA?

1. Non-Solicitation: Prevents poaching of employees or clients, included when parties have access to personnel or customer information

2. Data Protection Compliance: Specific provisions for handling personal data, required when confidential information includes personal data

3. Export Control: Regulations for international transfer of information, needed for cross-border arrangements

4. Competitive Restrictions: Additional restrictions on competitive activities, included when sharing highly sensitive business information

5. Force Majeure: Provisions for unforeseen circumstances, included when long-term obligations exist

6. Alternative Dispute Resolution: Mediation or arbitration procedures, included when parties prefer alternative to court proceedings

What schedules should be included in a Perpetual NDA?

1. Schedule A - Specified Confidential Information: Detailed list of specific confidential information covered by the agreement

2. Schedule B - Authorized Personnel: List of individuals authorized to access confidential information

3. Schedule C - Security Protocols: Detailed security measures and procedures for protecting confidential information

4. Schedule D - Destruction Procedures: Specific procedures for destroying or returning confidential information

5. Appendix 1 - Contact Information: Key contacts for notices and communication regarding confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Nigeria

Publisher

黑料视频

Cost

Free to use

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