OUA-COP General Terms of Service
Non-Disclosure or Confidentiality Agreement
Non-Disclosure or Confidentiality Agreement
This Non-Disclosure or Confidentiality Agreement is between you (the registrant) and the Central Office of Research, Obafemi Awolowo University, Ife, Ile-Ife, Osun State, Nigeria
This Non-Disclosure or Confidentiality Agreement herein referred to as ‘the Agreement’ is entered
into this day by you
(1) the parties desire to enter into research and academic activities and have realized that in
the process and pursuant to their research/academic activities it may become necessary to
discuss and/or exchange confidential information regarding their research/academic
(2) either party may have proprietary interests such as patentable subject matter not yet
covered by a patent application, other intellectual property, or other interests which require
that the information be maintained in confidence;
(3) in connection with the discussion, either party (the disclosing party) may disclose to the
other (the receiving party) certain proprietary technical, procedural, or business
information which the disclosing party desires the receiving party to keep confidential as
it relates to the engagement;
Now Witnesses as Follows: –
1. “Confidential Information” shall mean:
a. all information relating to a Disclosing Party’s products, business and operations
including, but not limited to, financial documents and plans, source code, software,
algorithms, data, drawings or schematics, blueprints, computer programs and
systems and know-how, customers, suppliers, manufacturing partners, marketing
strategies, vendors, products, product development plans, technical product data,
product samples, costs, sources, strategies, operations procedures, proprietary
concepts, inventions, sales data, customer lists, customer profiles, technical advice
or knowledge, contractual agreements, price lists, supplier lists, sales estimates,
product specifications, trade secrets, distribution methods, inventories, marketing
strategies, or other intellectual property of Disclosing Party and its affiliates that
may be at any time furnished, communicated or delivered by Disclosing Party to
Receiving Party, whether in oral, tangible, electronic or other forms;
b. the terms of any agreement, including this Agreement, and the discussions,
negotiations and proposals relating to any agreement;
c. information acquired during any tours of Disclosing Party’s facilities; and
d. all other non-public information provided by Disclosing Party whosoever.
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2. Confidential Information does not include information which:
a. was known by the Receiving Party prior to receipt from the disclosing party;
b. is generally available in the public domain or thereafter becomes available to the
public through no act of the Receiving Party;
c. is independently discovered by an employee, agent, or representative of the
Receiving Party who had no knowledge of the Confidential Information disclosed;
d. is made available to the Receiving Party as a matter of lawful right by a third party.
3. This agreement shall bind each party’s employees, agents, affiliates or
representatives. Parties agree to extract the obligations of this agreement from their
respective employees, agents, affiliates or representatives.
4. The Disclosing Party warrants that s/he (it) has the right to share its Confidential
Information with the receiving party, and agrees the Receiving Party is authorized to use
Confidential Information s/he (it) receives from the Disclosing Party for the agreed
5. The Receiving Party expressly acknowledges that the Disclosing Party owns the
Confidential Information they disclose, and that the transmission by the Disclosing Party
of their Confidential Information (or any third party’s Confidential Information entrusted
to the Disclosing Party) shall not be construed to grant the Receiving Party any patent,
know-how, copyright, trade secret, trademark, or other intellectual property rights in, or
arising from, the Confidential Information disclosed. If any such rights are to be granted
to the Receiving Party, such grant shall be expressly set forth in a separate written
6. The Receiving Party agrees to disclose Confidential Information only to their respective
employees, agents, or representatives who have been determined to have a need to know
and have been advised of their obligation to comply with the terms of this Agreement. To
the extent allowed by the law applicable to the Receiving Party, the Receiving Party will be
liable for any breach of this agreement by any of its employees, agents, affiliates or
representatives that receive access to the Confidential Information.
7. The Receiving Party shall take such steps as may be reasonably necessary to prevent
disclosure of the Confidential Information to third parties, but shall apply at least the same
level of security as is afforded to the Receiving Party’s own confidential information.
8. Receiving Party will take reasonable steps to ensure that its Representatives adhere to the
terms of this Agreement. Receiving Party will be responsible for any breach of this
Agreement by any of its Representatives.
9. Upon the termination of this Agreement, Receiving Party will ensure that all documents,
memoranda, notes and other writings or electronic records prepared by it, that include or
reflect any Confidential Information are returned to the Disclosing Party or destroyed as
directed by Disclosing Party.
10. If there is an unauthorized disclosure or loss of any of the Confidential Information by
Receiving Party or any of its Representatives, Receiving Party will promptly, at its own
expense, notify Disclosing Party in writing and take all actions as may be necessary or
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reasonably requested by Disclosing Party to minimize any damage to the Disclosing Party
or a third party as a result of the disclosure or loss.
11. The obligations of the parties under this agreement shall survive the completion,
termination or abandonment of this Agreement, and at no time will Receiving Party
or any of its Representatives be permitted to disclose Confidential Information, except to
the extent that such Confidential Information is excluded from the obligations of
confidentiality under this Agreement pursuant to clause 2 above.
12. Receiving Party agrees that at no time will Receiving Party engage in any business activity
which is competitive with Disclosing Party, nor work for any organization which competes
with Disclosing party during the term of Receiving Party’s relationship with the Disclosing
13. There is no representation or warranty, express or implied, made by Disclosing Party as to
the accuracy or completeness of any of its Confidential Information. Except for the
matters set forth in this Agreement, neither party will be under any obligation with regard
to the Transaction. Either party may, in its sole discretion:
a. reject any proposals made by the other party or its Representatives with respect to
the Transaction; and
b. terminate discussions and negotiations with the other party or its Representatives
at any time and for any reason or for no reason.
14. Any notice required to be given under this Agreement must be in writing. A notice is
effective upon receipt and shall be sent via one of the following methods: delivery in
person, overnight courier service, certified or registered mail, postage prepaid, return
receipt requested, addressed to the party to be notified at the below address or by facsimile
at the below facsimile number or in the case of either party, to such other party, address
or facsimile number as such party may designate upon reasonable notice to the other party.
15. This Agreement shall supersede and prevail over any other prior arrangements, either oral
or written, as to the Confidential Information received under this Agreement. This
Agreement constitutes the entire agreement between the parties relative to this subject
matter and shall not be amended, except in a writing signed by the parties.
16. Where any provision of this Agreement is declared by a court, tribunal or other
authority of competent jurisdiction to be illegal, invalid, or unenforceable in any
jurisdiction then that provision shall be deemed separate, distinct and
independent, and shall be ineffective to the extent of such holding or determination
only, but shall not invalidate the remaining provisions of this Agreement in that
jurisdiction, or affect the legality, validity or enforceability of such provision in any
17. This agreement shall be governed by and construed in accordance with the law of
the Federal Republic of Nigeria.
A change in address must be promptly notified to the other party in writing, and
until such a change is so indicated it shall be sufficient if a notice is given to the parties’
address indicated herein.
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