Non-Disclosure Agreement (NDA)

Founders share their model with a potential investor. A company shows its accounts to a possible buyer. A business gives a developer access to its systems. An employer shares customer data with a consultant.

In each case the NDA defines what counts as confidential, what the recipient may do with it, how long the obligation lasts, and what must happen to the information when the relationship ends.

NDAs are enforceable as ordinary contracts, and Nigerian businesses use them widely in technology, media, professional services and any deal involving due diligence.

The practical weakness is enforcement rather than validity. Proving that somebody used your confidential information, and proving what it cost you, is difficult and slow. That is why serious parties combine an NDA with practical controls, sharing only what is necessary, staging disclosure, and watermarking or logging access to sensitive material.

An NDA restricts what somebody may do with information. It does not stop them working for a competitor.

A non compete restricts where somebody may work or who they may work for, for a period after the relationship ends. It is a much heavier restriction on a person's livelihood, and Nigerian courts examine non competes far more sceptically, particularly against employees.

A well drafted arrangement often uses both, with the NDA doing the heavy lifting because it is easier to justify and easier to defend.

An NDA cannot protect information that is already public, that the recipient already knew, or that they develop independently. Well drafted agreements say so expressly.

It also cannot prevent disclosure required by law or by a court. And practically, an NDA with somebody who has no assets is worth little, because a judgment against them recovers nothing.