What non-disclosure agreement (nda) means
An NDA is a promise not to talk, backed by a contract.
One side, or both, gets access to information that is not public, and agrees to keep it that way and to use it only for the agreed purpose. If they break that promise, the other side has a claim.
It is the document you sign before a conversation, not after it. Information disclosed before an NDA is in place is generally outside its protection unless the agreement is drafted to reach back.
How it is used
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.
Key features
- Defines confidential information clearly, rather than saying everything
- States the permitted purpose for which the information may be used
- Sets a duration for the obligation, which can outlast the relationship
- Excludes information that is already public or independently developed
- Says what happens at the end, whether return or destruction
- Can be mutual or one way depending on who is sharing
How this works in Nigeria
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.
NDA vs non compete
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.
Limits and risks
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.
Worth knowing
Define the confidential information specifically. An NDA that simply says all information is confidential is harder to enforce than one that identifies categories, because a court has to know what was actually protected.