DEFINITION
Non- disclosure agreement may be defined as a binding contract between parties, where the parties entering into the contract make promise to each other not to reveal the shared confidential information to any unauthorized persons or thirty parties.
THE FEATURES OF NON -DISCLOSURE AGREEMENTS.
Non-disclosure agreements do not have to be long and complicated. Their features includes identifying the parties to the non-disclosure agreement, which is usually stated clearly at the beginning of the contract, a definition of what and what are deemed to be confidential, the scope of the confidentiality obligation by the receiving party, information excluded from the confidentiality; that is, information which are non-confidential in the contract and terms of the agreement.
TYPES OF NON-DISCLOSURE AGREEMENTS.
Non-disclosure agreements may be broadly classified into two types namely; unilateral non-disclosure agreement which is an agreement that stipulates the duties and obligations of one of the parties to the agreement and example of such unilateral non-disclosure agreement is the agreement between an employer and employee intended to protect business or trade secrets, copyright.T he second type of non- disclosure agreement is the mutual non- disclosure agreement usually executed by two parties and is used when the two parties involved in the contract will be disclosing important top – secrets or sensitive information to each other.
LEGAL FRAME WORK FOR NON- DISCLOSURE AGREEMENTS.
Section 191 of the Nigerian Evidence Act 2011 on non- disclosure of official communications. Section 192 of the Nigerian Evidence Act 2011 non- disclosure of professional communications between lawyer and clients.
Rule 19 of the Rules of Professional Conduct for Legal Practitioners 2007 on privilege and confidentiality of clients.
Section 37 of the Constitution on the right to privacy.
IMPORTANCE OF NON- DISCLOSURE AGREEMENTS IN COMMERCIAL TRANSACTIONS
The Importance of Non-disclosure agreements in Commercial Transaction includes but not limited to the fact that it helps in the preservation of trust relationships, it prevents leaking of confidential information. It boosts the confidence of the parties to the agreement as they are aware of individual obligation and the scope of the Non- disclosure. It clearly defines the expectations with respect to the safeguarding and treatment of the confidential information.it provides legal remedies and penalties for any breach under the agreement such as injunction , damages, action for breach of contract , Breach of fiduciary duty , violation of trade secrets, action to account and copyright infringement.
LIMITATIONS OF NON- DISCLOSURE AGREEMENTS
Public records such as Securities and Exchange Commission (SEC) or Corporate Affairs Commission filings or Company addresses and Illegal contracts are not covered by confidentiality agreements.
CONCLUSION
The Importance of Non- disclosure agreements in Commercial Transactions cannot be over- emphasized as its importance is non-exhaustive as elucidated, however it must be sparingly used to avoid making them become too complex , broad and untenable thereby making them unenforceable by the Court of law and thus defeat its purpose .
DEFINITION
Non- disclosure agreement may be defined as a binding contract between parties, where the parties entering into the contract make promise to each other not to reveal the shared confidential information to any unauthorized persons or thirty parties.
THE FEATURES OF NON -DISCLOSURE AGREEMENTS.
Non-disclosure agreements do not have to be long and complicated. Their features includes, identifying the parties to the non-disclosure agreement, which is usually stated clearly in the beginning of the contract, a definition of what and what are deemed to be confidential, the scope of the confidentiality obligation by the receiving party, information excluded from the confidentiality; that is, information which are non-confidential in the contract and terms of the agreement.
TYPES OF NON-DISCLOSURE AGREEMENTS.
Non-disclosure agreements may be broadly classified into two types namely ; unilateral non-disclosure agreement which is an agreement that stipulates the duties and obligations of one of the parties to the agreement and example of such unilateral non- disclosure agreement is the agreement between an employer and employee intended to protect business or trade secrets, copyright.The second type of non- disclosure agreement is the mutual non- disclosure agreement usually executed by two parties and is used when the two parties involved in the contract will be disclosing important top – secrets or sensitive information to each other.
LEGAL FRAME WORK FOR NON- DISCLOSURE AGREEMENTS.
Section 191 of the Nigerian Evidence Act 2011 on non- disclosure of official communications. Section 192 of the Nigerian Evidence Act 2011 non- disclosure of professional communications between lawyer and clients.
Rule 19 of the Rules of Professional Conduct for Legal Practitioners 2007 on privilege and confidentiality of clients.
Section 37 of the Constitution on the right to privacy.
IMPORTANCE OF NON- DISCLOSURE AGREEMENTS IN COMMERCIAL TRANSACTIONS
The Importance of Non-disclosure agreements in Commercial Transaction includes but not limited to the fact that it helps in the preservation of trust relationships, it prevents leaking of confidential information. It boosts the confidence of the parties to the agreement as they are aware of individual obligation and the scope of the Non- disclosure. It clearly defines the expectations with respect to the safeguarding and treatment of the confidential information.it provides legal remedies and penalties for any breach under the agreement such as injunction , damages, action for breach of contract , Breach of fiduciary duty , violation of trade secrets, action to account and copyright infringement.
LIMITATIONS OF NON- DISCLOSURE AGREEMENTS
Public records such as Securities and Exchange Commission (SEC) or Corporate Affairs Commission filings or Company addresses and Illegal contracts are not covered by confidentiality agreements.
CONCLUSION
The Importance of Non- disclosure agreements in Commercial Transactions cannot be over- emphasized as its importance is non-exhaustive as elucidated, however it must be sparingly used to avoid making them become too complex , broad and untenable thereby making them unenforceable by the Court of law and thus defeat its purpose .
