This Non-Disclosure Agreement For IT Company template is essential for technology businesses operating in Nigeria that need to protect their confidential information and intellectual property. The document is particularly relevant when sharing sensitive technical information, source code, development methodologies, or client data with employees, contractors, or business partners. It includes specific provisions addressing digital assets and data protection, ensuring compliance with Nigerian legislation including the NDPR 2019 and Cybercrimes Act 2015. The agreement is structured to provide comprehensive protection while being adaptable to various IT business contexts, from software development to cloud services and technical consulting. It incorporates both standard confidentiality provisions and IT-specific clauses tailored to the unique needs of technology companies.
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1. Parties: Identification of the disclosing party (IT Company) and receiving party, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, nature of the IT business, and purpose of sharing confidential information
3. Definitions: Clear definitions of terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', 'Source Code', 'Technical Documentation', and other IT-specific terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the IT context, including software, algorithms, client data, etc.
5. Obligations of Receiving Party: Core confidentiality obligations, including data protection measures, access restrictions, and security protocols
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
7. Term and Termination: Duration of the agreement and conditions for termination
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination, including digital data deletion
9. Breach and Remedies: Consequences of breach and available legal remedies
10. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
1. Data Protection Compliance: Specific section addressing NDPR compliance - include when personal data processing is involved
2. Third Party Access: Rules for third-party contractors or service providers - include when third-party access is anticipated
3. International Transfer of Data: Requirements for international data transfers - include for companies with international operations
4. Reverse Engineering Prohibition: Specific prohibitions on reverse engineering software - include for software companies
5. Competing Projects: Restrictions on involvement in competing projects - include when dealing with contractors or consultants
6. Security Protocols: Specific IT security measures required - include for highly sensitive technical information
7. Survival Clause: Specifying which obligations survive termination - include for long-term projects
1. Schedule 1 - Specified Confidential Information: Detailed list of specific confidential information covered by the agreement
2. Schedule 2 - Authorized Personnel: List of individuals authorized to access confidential information
3. Schedule 3 - Security Protocols: Detailed technical requirements for handling and storing confidential information
4. Schedule 4 - Data Handling Procedures: Specific procedures for handling different types of confidential data
5. Appendix A - Acknowledgment Form: Form for employees/contractors to acknowledge NDA obligations
6. Appendix B - Information Classification Guide: Guide for classifying different types of confidential information
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