This NON-DISCLOSURE AGREEMENT (hereinafter known as the “Agreement”) between Ariga Nigeria (hereinafter known as the “Company”) and Full Name as entered above (hereinafter known as the “Recipient”) becomes effective as of 1st May 2019 (hereinafter known as the “Effective Date”).
Article I: Recitals
For the purposes of this Agreement, all information, strategies, plans, trade secrets, objectives and materials will be referred to as “Confidential Information”, and the Company may share Confidential Information with the Recipient subject to the terms and covenants set forth below.
Article II: Recipient Obligations
A. Non-Disclosure. The Recipient understands and agrees to not use or disclose the Confidential Information for personal benefit or the benefit of any other person, corporation, association, company or entity, and shall take all steps necessary to protect Confidential Information from disclosure. The Recipient further agrees not to disclose the fact that the Confidential Information has been made available, that discussions or negotiations are taking place or have taken place, or any of the terms, conditions or other facts with respect to the transaction. Methods of disclosure include, but are not limited to, written, oral, electronic or any other form of recording.
B. Disclosure. This Agreement shall survive and continue after any expiration or termination of this Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs and assigns.
C. Exceptions. The Recipient is not prohibited from using or disclosing the Confidential Information if
(i) it was publicly known;
(ii) it was used in response to any legal obligation; or
(iii) it was approved for release in writing by the Company.
Article III: Term
☐ - The Recipient’s obligations of non-use and non-disclosure with respect to Confidential Information will remain in effect in perpetuity.
☐ - The Recipient’s obligations of non-use and non-disclosure with respect to Confidential Information will remain in effect for a period of 1 year from the Effective Date: 1st of May 2019.
Article IV: No Additional Agreements
Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of the Company to enter into any other agreement with Recipient or prohibit the Company from providing the same or similar information to other parties and entering into agreements with other parties. The Company reserves the right, in its sole discretion, to reject any and all proposals made by Recipient or its Representatives with regard to a transaction between Recipient and Company and to terminate discussions and negotiations with Recipient at any time. The Recipient agrees not to use the Confidential Information as a basis upon which to develop or have a third party develop a competing or similar plan or undertaking.
Article V: Indemnify
Recipient understands and acknowledges that any breach of this Agreement could result in damages, losses, costs or expenses to the Company and agrees to keep the Company indemnified in respect to any and all claims which arise out of or in connection with a violation. Recipient understands and acknowledges that any use or disclosure regarding the r Confidential Information could cause the Company irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Company shall have the right to apply to a court of competent jurisdiction for specific performance or order restraining and enjoining any such further disclosure or breach and for such other relief as Company deems appropriate, in addition to the remedies otherwise available at law or in equity.
Article VI: Successors and Assigns
This Agreement and each party’s obligations hereunder shall be binding on the representatives, assigns and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of Recipient hereunder are not assignable.
Article VII: Prevailing Party
In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect reasonable attorney fees, costs and other legal expenditures from the other party.
Article VIII: Entire Agreement
This Agreement sets forth the entire Agreement and understanding between the Parties and supersedes all prior agreements between them relating to the subject matter of this Agreement. This Agreement may not be altered, amended, modified, discharged, assigned or otherwise transferred by either party except by an agreement in writing signed by both Parties.
Article IX: Validity
This Agreement shall maintain its integrity should a provision (or any part thereof) be claimed unenforceable by a court of competent jurisdiction due to invalidity or conflict with any relevant law, and the unenforceable provision shall be construed in such a way as to preserve the intent for which it was created.
Article X: Notices
Any notice required by or given in connection with this Agreement shall be in writing and shall be given to the appropriate party via email to the provided email address upon agreement.