Dated ______________ day of _____________________ 2019
Between
…………………………………………….
And
CoralPay
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NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT
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This NON-DISCLOSURE and NON-CIRCUMVENTION AGREEMENT (“this Agreement”) is made
this _____________ day of _____________ 2019
BETWEEN
1. ....................... a Company incorporated under the laws of the Federal Republic of Nigeria
and having its registered office at
…………………………………………………………………………………………. (hereinafter
referred to as ‘’ .......................” which expression shall where the context so admits include
its successors in title and assigns) of the first part
AND
2. CoralPay Technology (Nigeria) Limited a company incorporated under the Laws of the
Federal Republic of Nigeria having its office at No.152A, Prince Ade Odedina Street,
Victoria Island, Lagos State (hereinafter referred to as “CoralPay” which expression shall
where the context so admits include its successors in title and assigns) of the other part.
.. ....................... and CoralPay shall each be referred to as the “Party” and collectively as the
“Parties”
WHEREAS:
A. CoralPay is duly licensed Payment Solution Service Provider (PSSP) and a SWITCH,
which through its electronic platform and payment gateway facilitates the making and/or
receiving of different online payments by Merchants.
B. ....................... is duly licensed by the Central Bank of Nigeria to carry on banking
operations in Nigeria.
C. This NON-DISCLOSURE and NON-CIRCUMVENTION AGREEMENT (the “Agreement”) is to
assure the protection, preservation, prevention of unauthorized use and ensuring non-disclosure
of the confidential and/or proprietary nature of information which may be disclosed or made
available by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) subject
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to the terms of this Agreement. Each of the parties hereto may be a Disclosing Party or
Receiving party of the confidential information defined herein.
D. The Parties acknowledge that it is reasonable in the circumstances that each party requires the
other party to treat the confidential information passing between them as confidential and the
parties seek to achieve this by entering into this Confidentiality Agreement.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS:
In this Agreement, the following words shall have the following meanings:
“Agreement” means this Non-Disclosure and Non-Circumvention Agreement between the
Parties.
“Confidential information” means, subject to the limitations set forth hereunder, all information
relating to any of the Parties to this Agreement, which is obtained by the Receiving Party or its
Representatives, after execution of this Agreement, either in writing, orally, by observation at
the offices or other premises of the Disclosing Party or in other form obtained pursuant to
discussions with the Disclosing Party or its Representatives, and it includes all information
disclosed by the Disclosing Party to the Receiving Party including without limitation, any
information regarding trade secrets, patents, patent applications, trademarks, copyrights, trade
address, intellectual property, contact details, know-how, inventions, discoveries,
improvements, processes, techniques, algorithms, rating systems, samples, media and/or cell
lines, software programs (whether in source or object code form), designs, drawings, formula or
test data relating to any research project, work in process, research, development, engineering,
manufacturing, distributing, marketing, servicing, financing, pricing or proposal information, or
any personnel information relating to the Disclosing Party, its present or future products, sales,
suppliers, clients, contact sources, customers, employees, investors or business, and whether
in oral, written, visual, graphic or electronic form. Confidential Information will also include all
third party information and information that the Disclosing Party has received from others. In
addition, the Receiving Party agrees that information disclosed by the Disclosing Party need not
be marked “Confidential” or “Proprietary” to be considered confidential information, but that any
information or materials specifically marked as “Confidential” or “Proprietary” will be treated as
Confidential Information.
“Disclosing Party” means the party disclosing the confidential information at any given instance.
“Receiving Party” means the party receiving the confidential information.
“Representatives” means the Directors, Officers, Employees, Agents, Auditors, Attorneys,
Consultants or Advisors of either the Disclosing Party or Receiving Party.
2. DISCLOSURE CONFIDENTIAL INFORMATION
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In furtherance of the Services as contemplated between the Parties, the Disclosing Party here
by agrees to disclose Confidential Information to the Receiving Party.
3. OWNERSHIP OF CONFIDENTIAL INFORMATION
a) The Receiving Party hereby agrees that all rights, title and interest in and to the Confidential
Information disclosed to it by the Disclosing Party shall remain the exclusive property of the
Disclosing Party.
b) The Parties acknowledge and agree that this Agreement shall not be construed as a transfer or
sale by the Disclosing Party of any right whatsoever, by license or otherwise, in or to any of its
Confidential Information, and no licenses or rights under any patent, copyright, trademark, or
trade secret are granted or implied or are to be implied by this Agreement.
4. RECEIVING PARTY’S UNDERTAKING
a) In consideration of the Receiving Party receiving Confidential Information, the Receiving
Party hereby undertakes that it shall not use, commercialize or disclose any Confidential
Information it receives from the Disclosing Party to any person, or entity except under the
terms of this Agreement.
b) The Receiving Party may use such Confidential Information only to the extent required to
accomplish the Purpose of this Agreement. The Receiving Party shall not copy, reproduce,
modify, alter, disassemble, reverse engineer or decompile any of the Confidential
Information unless expressly permitted in writing by the Disclosing Party.
5. The undertakings in this Agreement do not apply to information which:
a) Is or becomes available to the public otherwise than as a result of an un-authorized disclosure by
the Receiving Party or any of its Representatives; or
b) was at the time of disclosure by the Disclosing Party already lawfully possessed or developed by
the Receiving Party or its Representatives (as can be demonstrated by the Receiving Party or
its Representative) from a source other than the Disclosing Party or its Representatives,
provided that such information is not subject to an obligation (direct or indirect, implied or
otherwise) of confidentiality to the Disclosing Party or any of its Representatives; or
c) becomes lawfully available to the Receiving Party or its Representatives on a non-confidential
basis from a source other than the Disclosing Party. Provided that such source is not (to the
best of the Receiving Party's knowledge) bound directly or indirectly or impliedly by an
obligation of confidentiality to the Disclosing Party or any of its Representatives; and
d) is required to be disclosed by any applicable law or regulation, or by any government, court of
competent jurisdiction or regulator.
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6. The Receiving Party further undertakes as follows:
a) To inform the Disclosing Party as soon as practicably possible if the Receiving Party becomes
aware that Confidential Information has been disclosed to or obtained by an unauthorized third
party.
b) To notify all of its Representatives to whom Confidential Information is to be disclosed of the
confidential nature of the Information, and the obligations of the Receiving Party under this
Agreement, and shall use its reasonable endeavours to procure that each such Representative
will comply with the terms of this Agreement as if that person had given the undertakings
contained in this Agreement in place of the Receiving Party.
c) For the avoidance of doubt, the Parties agree that any breach of the confidential nature of any
information disclosed to the Receiving Party pursuant to and/or in relation to this Agreement by
any Representative of the Receiving Party shall be deemed as a breach of obligation pursuant
to this Agreement by the Receiving Party.
7. RETURN OF DOCUMENTS
Upon the termination of this Agreement and a written request from the Disclosing Party, the
Receiving Party shall return to the Disclosing Party, all Confidential Information of the Disclosing
Party in its possession or control and erase the same from all media or electronic storage device
in its possession or control and if requested by the Disclosing Party, shall provide written
confirmation to the Disclosing Party to that effect.
8. INDEMINITY
The Receiving Party shall indemnify the Disclosing Party and each of its Representatives and
hold each of them harmless against all loss, expense, cost, liability or damage that may arise
directly from the unauthorised disclosure or use of the Confidential Information or any part of it in
breach of this Agreement by the Receiving Party.
9. REMEDIES
a) The Receiving Party agrees and acknowledges that any disclosure, advertent or inadvertent, of
any Confidential Information prohibited herein or any breach of the provisions herein may result
in irreparable damage to the Disclosing Party which will not be adequately compensable in
monetary damages, that the Disclosing Party may in addition to all other remedies available in
law, or in equity, obtain such other preliminary, temporary or permanent mandatory or restraining
injunctions, orders or decrees as may be necessary to protect the Disclosing Party or on account
of any breach by the Receiving Party or the Receiving Party’s representatives.
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b) The rights, powers and remedies provided by this Agreement are cumulative and do not exclude
any rights, powers or remedies provided by law or by any other document other than this
Agreement. No provisions in this Agreement excluding or limiting liability shall operate in favour
of any person guilty of fraud
10. NON CIRCUMVENTION
The Receiving Party hereby undertakes that none of its officers, directors, agents, associates
and any related parties, will directly or indirectly, contact, deal with or otherwise become involved
with any person, corporation, private equity or advisory firm introduced to it by the Discloser for
the Services without the written consent of the Discloser.
11. NO COMMITMENT
Nothing in this Agreement constitutes a commitment by either Party to accept any proposal made
by the other in connection with the Transaction. All discussions between the Parties with regard
to participating in the Transaction remain subject to formal written agreement between the
Parties in respect thereof.
12. SEVERABILITY AND NON SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (to the
extent that it is invalid or unenforceable) be given no effect, and shall be deemed not to be
included in this Agreement, but without invalidating any of the remaining provisions.
13. DURATION
Subject to the terms of any mandate agreement or definitive finance documents that may be
executed between the Parties in the future, this Agreement shall be effective as from the date of
the this Agreement first above stated and shall continue for a period of one (1) year therefrom.
14. TERMINATION
This Agreement may be determined by either Party giving the other Party a 30 days’ notice in
writing of its intention to determine this Agreement.
15. LIABILITY AFTER TERMINATION
The determination of this Agreement shall not affect any existing rights or liability of the Parties
which may have accrued prior to termination. The Parties’ rights and obligations will bind and
inure to the benefit of their respective successors, heirs, executors and administrators and
permitted assigns.
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16. REPRESENTATIONS
Each Party represents and warrants that the Person executing this Agreement has been duly
authorised to do so. The Parties further represent and warrant that they have the legal capacity to
execute this Agreement and perform the obligations hereunder.
17. ASSIGNMENT
Neither Party may assign any rights or obligations under this Agreement without the prior written
consent of the other Party, such consent not to be unreasonably withheld or delayed. This
Agreement shall be binding upon and enure to the benefit of the Parties and their respective
successors and permitted assigns.
18. GOVERNING LAW AND ARBITRATION
In the event of a dispute between the parties to this agreement, the following procedures shall be
followed to resolve the dispute prior to either party pursuing other remedies:
a. A meeting shall be held within seven (7) days at which all parties present or represented by
individuals with full decision making authority regarding the matters in dispute (Initial
Meeting) with a view to resolving the dispute.
b. If within seven (7) days following the initial meeting the parties have not resolved the
dispute, the dispute shall be referred to Mediation directed by a Mediator mutually
agreeable to the parties.
c. If after a period of ten (10) days following the commencement of Mediation the parties are
unable to resolve the dispute, either party may submit the dispute to binding Arbitration
upon ten (10) days prior written notice to the other party of its intention to invoke this
clause.
d. The Arbitration contemplated hereby shall be by a single Arbitrator who shall be jointly
appointed by both parties and the venue for the proceedings shall be Lagos, Nigeria.
e. Where there is a disagreement on the appointment of the Mediator and/or Arbitrator, the
Mediator and/or Arbitrator shall be appointed by the Nigerian Institute of Chartered
Arbitrators.
f. The Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act,
Chapter A18, Laws of the Federal Republic of Nigeria 2004.
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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement by their
authorised representatives in the manner below:
Accepted & Signed For and on behalf of CoralPay Technology (Nigeria) Limited
......................................... .........................................
Authorised Signatory Authorised Signatory
Name: Name:
Date: Date:
Accepted & Signed For and on behalf of …… ....................... …
......................................... .........................................
Authorised Signatory Authorised Signatory
Name: Name:
Date: Date:
