This non-disclosure agreement (“agreement”) is made on 08/30/2021, between: The Circumspect Ltd., a Nigerian LLC for itself and on behalf of its affiliates and subsidiaries (“Company”) and the other party named on the signature page below (“Other Party”) to protect certain confidential information being disclosed between Company and the Other Party solely for the purpose of protecting the company, business, organization, enterprise or firm (“Purpose”). Company and Other Party may be referred to in this agreement individually as a “party” and collectively as “parties”.
- Confidential Information.“Confidential Information” means the proprietary information exchanged between parties, which includes, without limitation, information (tangible or intangible) regarding patent and patent applications, trade secrets, product or service ideas or plans, techniques, sketches and designs, works of authorship, mask works, engineering designs and drawings, hardware configuration information, laboratory notebooks, models, inventions, know-how, processes, equipment used, algorithms, software programs, software source documents, formulae, related to the current, future, and proposed products and services, as well as information concerning disclosing party’s business, research, experimental work, development process, design details and specifications, engineering requirements, procurement requirements, purchasing, manufacturing, investors, employees and consultants (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), suppliers and customers, price lists, pricing methodologies, cost data, market share data, licenses, contract information, business plans, financial forecast, historical financial data, budgets, sales plans, merchandising plans, marketing plans, medical reports, clinical data and analysis reagents, cell lines, biological materials, chemical formulas, all other information that receiving party knew, or reasonably should have known, was Confidential Information of disclosing party and any information specifically marked “confidential” or “proprietary”.
- Nondisclosure of Confidential Information. Subject to clause 3. (Permitted disclosure), Other Party agrees to hold Confidential Information in confidence and to not use or disclose it to a third party for a period of 8 years from the date of initial disclosure of Confidential Information, and will use Confidential Information of Company only for Purpose. Other Party will also protect such Confidential Information with at least the same degree of care that Other Party uses to protect its own Confidential Information, but in no case, less than reasonable care (including reasonable security measures) to prevent the unauthorized use, dissemination or publication of Confidential Information.
Other Party must promptly notify Company of any misuse, misappropriation or unauthorized disclosure of Confidential Information of Company which may come to Other Party’s attention.
Other Party may disclose Confidential Information to its employees, agents, financial advisers and independent contractors with a need-to-know, only as necessary to fulfil Purpose and provided such parties have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained in this agreement.
- Permitted disclosure. Information disclosed under this agreement will not be considered Confidential Information, if Other Party can prove that such information:
- was in the public domain prior to the time of disclosure or has entered the public domain through no fault of Other Party;
- was known to Other Party, without restriction, at the time of disclosure;
- was independently developed by Other Party without use of or reference to Confidential Information;
- is rightfully disclosed to Other Party by a third party without confidentiality restrictions;
- is disclosed with the prior written approval of Company; or
- is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Other Party will (i) notify Company in writing of the requirement for disclosure, unless notice is prohibited by law; and (ii) disclose only that portion of Confidential Information legally required.
- Return of information. On the expiration or termination of this agreement, or on Company’s request, Other Party must within ten (10) business days:
- return to Company all Confidential Information;
- destroy all copies it made of Confidential Information; and
- if requested by Company, deliver to Company a certificate executed by Other Party confirming compliance with the return or destruction obligation under this agreement.
- No rights to Confidential Information granted. Company will retain all right, title and interest to its Confidential Information. This agreement does not grant to Other Party patent, copyright or other intellectual property right that has issued or that may issue, based on Confidential Information or other rights, except the limited right to use Confidential Information for Purpose.
Nothing in this agreement creates or will be deemed to create any employment, joint venture, or agency between Parties.
Nothing in this agreement requires Company to enter into any transaction with Other Party in connection with which Confidential Information may be disclosed.
- No reverse engineering. Other Party will not modify, reverse engineer, decompile, reproduce, create other works from or disassemble any software programs contained in Confidential Information of Company. Any reproduction by Other Party of any Confidential Information of Company will remain the property of Company.
- No warranty. All Confidential Information is provided “as is” for use by Other Party at its own risk. Company disclaims any warranties, express, implied, statutory or otherwise, regarding Confidential Information, including without limitation, any warranties of title, merchantability, fitness for a particular purpose or non-infringement.
- Term. This agreement will terminate 8 years after the date of this agreement, or may be terminated by Company at any time upon thirty (30) days written notice to Other Party. Other Party’s obligations under this agreement will survive termination of this agreement and will be binding upon Other Party’s heirs, successors, and assigns.
- Remedies. Other Party agrees that due to the unique nature of Company’s Confidential Information any breach of this agreement may result in irreparable damage to Company for which monetary damages would be an inadequate remedy. Therefore, in addition to any other remedies that may be available, in law, in equity or otherwise, Company will be entitled to obtain injunctive relief against the threatened breach of this agreement or the continuation of any such breach by Other Party.
- Governing law. This agreement will be governed by the laws of the Federal Republic of Nigeria, without giving effect to principles of conflicts of law.
- Final provisions.
- This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements between the parties regarding the same subject matter.
- This agreement can be modified only by a written amendment signed by parties.
- Failure to enforce any provisions of this agreement will not constitute a waiver.
- If any provision is unenforceable, the other provisions will remain effective.
- Parties may execute this agreement in counterparts, which taken together will constitute one instrument.
- Company may assign any of its rights and obligations under this agreement. Other Party may not assign, whether voluntarily or by operation of law, any of its rights and obligations under this agreement, except with the prior written consent of Company.
- Any notice under this agreement must be in writing and delivered personally or by overnight courier or sent by email.