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Due Diligence NDA Template for Nigeria

This document is a comprehensive Non-Disclosure Agreement specifically designed for due diligence processes under Nigerian law. It incorporates key requirements from the Nigeria Data Protection Regulation (NDPR) 2019 and the Companies and Allied Matters Act (CAMA) 2020, providing robust protection for confidential information exchanged during corporate transactions. The agreement includes detailed provisions for data protection, permitted disclosures, security measures, and compliance with Nigerian regulatory requirements, making it suitable for both domestic and international transactions involving Nigerian entities.

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What is a Due Diligence NDA?

This Due Diligence NDA is essential for protecting confidential information during corporate transactions in Nigeria. It should be used when parties need to exchange sensitive business, financial, or operational information for the purpose of evaluating potential business transactions, mergers, acquisitions, or investments. The document ensures compliance with Nigerian legislation, including the NDPR 2019 and CAMA 2020, while providing comprehensive protection for confidential information. It is particularly important given Nigeria's growing business environment and increasing international investments, addressing both local regulatory requirements and international best practices for information protection during due diligence exercises.

What sections should be included in a Due Diligence NDA?

1. Parties: Identification of the disclosing party, receiving party, and their registered addresses

2. Background: Context of the due diligence process and purpose of the NDA

3. Definitions: Key terms including 'Confidential Information', 'Due Diligence Process', 'Authorized Representatives', 'Permitted Purpose'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the due diligence

5. Obligations of Confidentiality: Core confidentiality obligations and standard of care required

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to authorized representatives and advisors

7. Data Protection and Security Measures: Specific measures required to protect confidential information in compliance with NDPR

8. Term and Survival: Duration of the agreement and surviving obligations

9. Return or Destruction of Confidential Information: Requirements for handling confidential information after the due diligence process

10. Remedies: Available remedies in case of breach, including injunctive relief

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

What sections are optional to include in a Due Diligence NDA?

1. Cross-Border Data Transfer: Required when confidential information may be transferred outside Nigeria

2. Non-Solicitation: Optional clause preventing solicitation of employees or customers, if relevant to the transaction

3. Publicity: Restrictions on public announcements about the due diligence process

4. Assignment: Rights and restrictions regarding assignment of the agreement

5. Electronic Storage: Specific provisions for electronic storage and transmission of confidential information

6. Force Majeure: Provisions for unforeseen circumstances affecting compliance

7. Anti-Corruption Compliance: Required for transactions involving public entities or regulated industries

What schedules should be included in a Due Diligence NDA?

1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information

2. Schedule 2 - Security Protocols: Detailed security measures and protocols for handling confidential information

3. Schedule 3 - Data Processing Requirements: Specific requirements for compliance with NDPR 2019

4. Appendix A - Form of Confidentiality Undertaking: Template for additional confidentiality undertakings by authorized representatives

5. Appendix B - Document Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

Authors

Alex Denne

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

Jurisdiction

Nigeria

Publisher

Ƶ

Cost

Free to use

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