Non-Disclosure Agreement — Disclosure (Ghana)
Non-Disclosure Agreement
This Non-Disclosure Agreement (this "Agreement") is entered into on [Agreement Date] between:
DISCLOSING PARTY: [Disclosing Party Name], of [Disclosing Party Address] (the "Disclosing Party"); and
RECEIVING PARTY: [Receiving Party Name], of [Receiving Party Address] (the "Receiving Party").
This Agreement is [NDA Type]. It is governed by the Contract Act, 1960 (Act 25) and the equitable doctrine of confidence as applied by the courts of Ghana.
1. Purpose
The Disclosing Party wishes to disclose certain confidential information to the Receiving Party for the following purpose: [Purpose] (the "Permitted Purpose").
2. Confidential Information
"Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to: trade secrets, business plans, financial data, customer lists, pricing strategies, technical specifications, software source code, and know-how.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was independently developed by the Receiving Party without reference to the Confidential Information; or (c) was lawfully received from a third party without restriction on disclosure.
3. Obligations of the Receiving Party
The Receiving Party shall: (a) keep all Confidential Information strictly secret; (b) use Confidential Information only for the Permitted Purpose; (c) disclose Confidential Information only to employees and advisers who have a need to know and who are bound by equivalent confidentiality obligations; and (d) apply at least the same degree of care to protect the Confidential Information as it applies to its own confidential information, but in no event less than reasonable care.
The Receiving Party shall promptly notify the Disclosing Party if it becomes aware of any unauthorised disclosure or misuse of Confidential Information.
The Receiving Party may disclose Confidential Information where required to do so by order of the High Court of Ghana, the Supreme Court, or a direction from the Ghana Revenue Authority (GRA) or other regulatory authority, provided the Receiving Party gives the Disclosing Party prompt written notice before disclosure to enable the Disclosing Party to seek a protective order.
4. Term
The confidentiality obligations under this Agreement shall continue for [Confidentiality Term] from the date of this Agreement, unless terminated earlier by mutual written agreement of the Parties.
5. Remedies
The Receiving Party acknowledges that a breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy, and that the Disclosing Party is entitled to seek an injunction from the [Governing Court] in addition to damages and an account of profits.
6. Governing Law
This Agreement is governed by the laws of the Republic of Ghana. Any dispute arising out of or in connection with this Agreement shall be resolved by the [Governing Court].
Signatures
IN WITNESS WHEREOF the Parties have executed this Non-Disclosure Agreement on the date first written above.
Disclosing Party
________________
Signature
Receiving Party
________________
Signature
What Is a Non-Disclosure Agreement — Disclosure (Ghana)?
A Non-Disclosure Agreement — Disclosure in Ghana restricts how the parties may disclose or use the confidential information they exchange. It restricts disclosure and use of designated confidential information between the disclosing and receiving parties.
Ghana operates a common law legal system inherited from British colonial administration, and the courts of Ghana — including the High Court (Commercial Division), the Court of Appeal, and the Supreme Court — apply English equitable principles relating to breach of confidence where no specific statute governs the subject matter. The Contract Act, 1960 (Act 25) codifies the essential elements of a valid contract in Ghana: offer, acceptance, consideration, capacity, and lawful purpose. A Non-Disclosure Agreement satisfies all these requirements when properly executed.
The Electronic Transactions Act, 2008 (Act 772) recognises the legal validity of electronic signatures and electronic records in Ghana. A Non-Disclosure Agreement executed with electronic signatures through a compliant platform is legally enforceable before the High Court (Commercial Division) in Accra under Section 8 of Act 772.
The Data Protection Act, 2012 (Act 843) regulates the collection, processing, storage, and disclosure of personal data in Ghana. The Data Protection Commission (DPC) enforces Act 843. Where a Non-Disclosure Agreement involves the sharing of personal data — such as employee records, customer contact lists, or biometric information — the agreement must be consistent with the data protection obligations of Act 843, including the requirement to process personal data only for lawful and specified purposes.
A Non-Disclosure Agreement in Ghana may be mutual (both parties disclose confidential information to each other) or unilateral (only one party discloses). Mutual NDAs are common in joint venture negotiations between companies incorporated under the Companies Act, 2019 (Act 992) and registered with the Office of the Registrar of Companies (ORC). Unilateral NDAs are common in employment contexts under the Labour Act, 2003 (Act 651), technology licensing, and investor presentations involving the Ghana Stock Exchange (GSE).
The legal framework governing the Non-Disclosure Agreement (Ghana) in Ghana draws on several key statutes and regulatory bodies. Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Parties executing a Non-Disclosure Agreement (Ghana) in Ghana should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Contract Act 1960 (Act 25) sets the foundational requirements.
When Do You Need a Non-Disclosure Agreement — Disclosure (Ghana)?
A Non-Disclosure Agreement in Ghana is needed whenever sensitive business information is shared with another party and the disclosing party needs legal protection against unauthorised disclosure or misuse.
A Non-Disclosure Agreement is required before sharing confidential business plans, financial projections, or proprietary technology with a prospective investor, joint venture partner, or buyer in connection with a transaction governed by the Companies Act, 2019 (Act 992) or the Ghana Investment Promotion Centre Act, 2013 (Act 865).
A Non-Disclosure Agreement is needed when engaging a consultant, contractor, or service provider who will have access to the client's customer database, pricing strategies, or software source code, particularly where the contractor is engaged under an Independent Contractor Agreement rather than an Employment Contract governed by the Labour Act, 2003 (Act 651).
A Non-Disclosure Agreement is required in the financial services sector when a company licensed by the Bank of Ghana (BoG), the Securities and Exchange Commission (SEC Ghana), or the National Insurance Commission (NIC) shares regulated information with a third party in connection with a proposed transaction.
A Non-Disclosure Agreement is needed when a startup or technology company in Ghana discloses its algorithms, product roadmap, or customer acquisition data to a potential business partner or to a venture capital fund registered with GIPC under the Ghana Investment Promotion Centre Act, 2013 (Act 865).
A Non-Disclosure Agreement is required before entering negotiations for the lease or sale of stool land or other property governed by the Land Act, 2020 (Act 1036), where the commercial terms of the proposed transaction are commercially sensitive.
Parties in Ghana should prepare a Non-Disclosure Agreement (Ghana) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Non-Disclosure Agreement — Disclosure (Ghana)
A binding Non-Disclosure Agreement in Ghana under the Contract Act, 1960 (Act 25) must contain the following essential elements.
Parties: Full legal names and addresses of the disclosing party and the receiving party. Where a party is a company incorporated under the Companies Act, 2019 (Act 992), the company registration number issued by the Office of the Registrar of Companies (ORC) should be stated.
Definition of Confidential Information: A precise definition of the information protected by the agreement — for example, technical data, trade secrets, business plans, customer lists, pricing information, financial records, and know-how — and an explicit exclusion of information that is already publicly available, independently developed by the receiving party, or disclosed by a third party without restriction.
Obligations of the Receiving Party: The receiving party must keep confidential information secret, use it only for the agreed purpose, disclose it only to employees and advisers who have a need to know, and apply at least the same degree of care to protect it as it applies to its own confidential information (minimum standard: reasonable care).
Purpose: A clear statement of the permitted purpose for which the confidential information may be used — for example, evaluating a proposed joint venture, developing a software product, or tendering for a contract.
Duration: The term of the confidentiality obligation. Ghanaian courts recognise indefinite obligations for genuine trade secrets, but a fixed term of three to five years is standard for general business information. Post-termination obligations should be expressly stated.
Exceptions: Standard exceptions for disclosure required by law — including orders of the High Court of Ghana, the Supreme Court, or a direction from the Ghana Revenue Authority (GRA) or other regulatory authority.
Remedies: Acknowledgment that breach of the agreement would cause irreparable harm entitling the disclosing party to seek an injunction from the High Court (Commercial Division) in Accra, in addition to damages and an account of profits.
Governing Law and Jurisdiction: Ghana law, with disputes subject to the exclusive jurisdiction of the High Court (Commercial Division) in Accra, or referred to arbitration under the Alternative Dispute Resolution Act, 2010 (Act 798) administered by the Ghana Arbitration Centre.
Forms-legal.com provides this Non-Disclosure Agreement template as a starting point for businesses operating in Ghana. Parties should consider seeking advice from a solicitor enrolled with the Ghana Bar Association for transactions involving significant commercial value or regulated industries.
Additional compliance elements for a Non-Disclosure Agreement (Ghana) used in Ghana include: Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Forms-legal.com provides this template as a starting point for Ghana-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Non-Disclosure Agreement — Disclosure (Ghana) (Ghana) [Legal document template]. Forms Legal. https://forms-legal.com/ghana/business/contracts/non-disclosure-agreement-ghana
"Non-Disclosure Agreement — Disclosure (Ghana) (Ghana)." Forms Legal, 2026, https://forms-legal.com/ghana/business/contracts/non-disclosure-agreement-ghana.
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Frequently Asked Questions
Non-Disclosure Agreements are enforceable in Ghana under the Contract Act, 1960 (Act 25) and the equitable doctrine of confidence recognised by the High Court (Commercial Division) in Accra, the Court of Appeal, and the Supreme Court. For a Non-Disclosure Agreement to be enforceable, it must satisfy the general requirements of a valid contract under Act 25: offer, acceptance, consideration, capacity of the parties, and a lawful purpose. Where the receiving party breaches the agreement, the disclosing party may seek: (i) damages for loss suffered as a result of the breach; (ii) an injunction from the High Court (Commercial Division) restraining further disclosure or use; and (iii) an account of any profits made by the receiving party through misuse of the confidential information. Ghanaian courts have consistently recognised that confidential information has independent legal protection, separate from any contractual obligation, under the equitable doctrine of confidence inherited from English law.
The duration of a Non-Disclosure Agreement in Ghana depends on the nature of the confidential information being protected. For genuine trade secrets — such as proprietary formulas, algorithms, or unique manufacturing processes — an indefinite or perpetual confidentiality obligation is both common and enforceable before the High Court (Commercial Division) in Accra, because trade secrets do not lose their protected status merely through the passage of time. For general business confidential information — such as financial projections, business plans, or customer lists — a fixed term of three to five years is the standard commercial practice in Ghana. After the fixed term expires, the receiving party is released from the obligation of confidence, but cannot benefit from any head start gained through the confidential information. The Non-Disclosure Agreement should expressly state what obligations survive termination of the agreement.
A breach of a Non-Disclosure Agreement in Ghana entitles the disclosing party to pursue several remedies through the High Court (Commercial Division) in Accra or through arbitration under the Alternative Dispute Resolution Act, 2010 (Act 798) if the parties have agreed on an arbitration clause. The primary remedies are: (i) damages calculated as the financial loss suffered by the disclosing party as a result of the unauthorised disclosure or misuse of the confidential information; (ii) an account of profits made by the receiving party from the misuse of the information; and (iii) an interim or permanent injunction preventing further disclosure or use of the information. In urgent cases, the High Court can grant an ex parte interim injunction on short notice to prevent imminent or continuing disclosure of confidential information. Where the breach involves the disclosure of personal data, the Data Protection Commission (DPC) may also investigate and impose administrative penalties under the Data Protection Act, 2012 (Act 843).
A Non-Disclosure Agreement alone does not fully discharge the obligations of a data controller under the Data Protection Act, 2012 (Act 843) when personal data is shared in Ghana. The Data Protection Act, 2012 (Act 843) requires every data controller to register with the Data Protection Commission (DPC) and to process personal data only with a lawful basis, for a specified and legitimate purpose, and in a manner that is proportionate to that purpose. When a Non-Disclosure Agreement involves the sharing of personal data — such as employee records, customer contact information, medical records, or biometric data — the agreement must also satisfy the data sharing requirements of Act 843, including: notification to data subjects; restriction of processing to the agreed purpose; and security measures appropriate to the sensitivity of the data. A combined Non-Disclosure and Data Processing Agreement, reviewed by a solicitor enrolled with the Ghana Bar Association and conversant with Act 843, is recommended for transactions involving significant volumes of personal data.
Electronic signatures are legally recognised in Ghana under the Electronic Transactions Act, 2008 (Act 772). Section 8 of Act 772 provides that where a law requires a signature, that requirement is satisfied by an electronic signature that reliably identifies the signatory and indicates their approval of the information communicated. A Non-Disclosure Agreement executed by electronic signature through a compliant electronic signature platform is therefore legally valid and enforceable before the High Court (Commercial Division) in Accra in the same way as a wet-ink signature. The Electronic Transactions Act, 2008 (Act 772) also recognises electronic records as admissible evidence in Ghana courts under Section 7, provided the electronic record accurately reflects the information as first generated and is accessible for future reference. Parties should ensure that the electronic signature platform used creates a reliable audit trail linking the signature to the signatory.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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