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The Confidential Disclosure Agreement (CDA) is essential for business transactions and partnerships in Nigeria where sensitive information needs to be shared between parties. This document is commonly used during business negotiations, due diligence processes, joint ventures, research collaborations, or potential merger and acquisition discussions. It provides legal protection under Nigerian law, specifically incorporating provisions from the Trade Secrets Act 2020, Companies and Allied Matters Act 2020, and other relevant legislation. The agreement is particularly crucial in Nigeria's growing technology and business ecosystem, where intellectual property protection and data security are increasingly important. It helps establish trust between parties while providing clear legal recourse in case of breaches.

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

2. Background: Brief context explaining the purpose of sharing confidential information and the relationship between the parties

3. Definitions: Defines key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms

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

5. Obligations of Confidentiality: Core obligations regarding the protection and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

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

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

9. Duration and Termination: Term of the agreement and survival of obligations

10. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement