Confidentiality Agreement (M&A) — Nigeria
CONFIDENTIALITY AGREEMENT (M&A)
This Confidentiality Agreement (this "Agreement") is entered into as of [Effective Date] between [Party One Name] (CAC RC Number: [Party One RC]), a company incorporated under the laws of the Federal Republic of Nigeria, with its registered address at [Party One Address] ("Party A"), and [Party Two Name] (CAC RC Number: [Party Two RC]), with its registered address at [Party Two Address] ("Party B"). Party A and Party B are each referred to herein as a "Party" and collectively as the "Parties".
WHEREAS the Parties wish to explore [Transaction Description] (the "Proposed Transaction") and, in connection therewith, each Party may disclose or receive certain confidential and proprietary information;
NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions
1.1 "Confidential Information" means all information disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Proposed Transaction, whether disclosed orally, in writing, electronically, or by any other means, including but not limited to financial statements, management accounts, projections, business plans, customer and supplier lists, intellectual property, technical data, data room materials, and employee information, but excluding information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was already known to the Receiving Party at the time of disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by Nigerian law, court order, or regulatory authority, subject to Clause 5 below.
2. Confidentiality Obligations
2.1 Each Receiving Party agrees to: (a) keep all Confidential Information of the Disclosing Party strictly confidential; (b) use the Confidential Information solely for the purpose of evaluating the Proposed Transaction; (c) limit disclosure to its directors, officers, employees, legal advisers, financial advisers, and lenders who have a need to know and are bound by equivalent obligations; and (d) implement reasonable security measures to protect the Confidential Information from unauthorised access or disclosure. This Agreement is [NDA Type].
2.2 Data Room. Access to the data room shall be governed as follows: [Data Room Details]. Each Receiving Party shall maintain a log of individuals granted access and shall not permit access to any person not pre-approved in writing by the Disclosing Party.
3. Non-Solicitation
3.1 For a period of [Non-Solicitation Period] from the date on which the Parties confirm in writing that negotiations have terminated, neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for employment or hire any employee of the other Party who was identified to or by that Party during the course of the transaction process.
4. Term and Return of Information
4.1 The obligation of confidentiality shall continue for a period of [Confidentiality Period] from the Effective Date of this Agreement or from the date negotiations terminate, whichever is later.
4.2 Upon written request by the Disclosing Party or upon termination of discussions, the Receiving Party shall promptly return or certify in writing the destruction of all Confidential Information and all copies thereof, whether in hard copy or electronic form, save for copies required to be retained under Nigerian law or professional rules.
5. Required Disclosure
5.1 If a Receiving Party is required by law, court order, or direction of a regulatory authority (including the Securities and Exchange Commission Nigeria, the Federal Competition and Consumer Protection Commission, or any other competent Nigerian authority) to disclose any Confidential Information, the Receiving Party shall, to the extent permitted by law: (a) give the Disclosing Party prompt written notice of the requirement; (b) cooperate with the Disclosing Party to seek a protective order or equivalent relief; and (c) disclose only the minimum amount of Confidential Information required.
6. Remedies
6.1 Each Party acknowledges that breach of this Agreement may cause irreparable harm for which damages alone are not an adequate remedy, and that the Disclosing Party shall be entitled to seek injunctive relief from the Federal High Court or any competent State High Court in Nigeria without posting bond or other security and without proving actual damage, in addition to all other remedies available at law or in equity.
7. Governing Law and Dispute Resolution
7.1 This Agreement shall be governed by and construed in accordance with [Governing Law]. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved in accordance with [Dispute Resolution].
8. General
8.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. No amendment shall be valid unless made in writing and signed by both Parties. This Agreement shall not be construed as creating any obligation to proceed with the Proposed Transaction. Each Party represents that the individual signing below has full authority to bind that Party.
Signatures
Signed for and on behalf of [Party One Name]
Signed for and on behalf of [Party Two Name]
Party A Authorised Signatory
________________
Signature
Party B Authorised Signatory
________________
Signature
What Is a Confidentiality Agreement (M&A) — Nigeria?
A Confidentiality Agreement (M&A) in Nigeria 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.
Nigeria's M&A landscape is regulated by multiple authorities. The Securities and Exchange Commission (SEC Nigeria) supervises transactions involving public companies and securities under the ISA 2007 and SEC Rules and Regulations 2013. The Federal Competition and Consumer Protection Commission (FCCPC), established under the Federal Competition and Consumer Protection Act 2018 (FCCPA 2018), requires pre-merger notification for transactions that meet defined threshold tests. The Corporate Affairs Commission (CAC) under CAMA 2020 oversees all corporate filings resulting from an approved transaction. Given this multi-regulator environment, the M&A NDA must be carefully scoped to protect information exchanged with each regulatory body.
The M&A Confidentiality Agreement differs from a standard Non-Disclosure Agreement (NDA) in several important respects. First, it is typically mutual — both buyer and seller exchange sensitive information during due diligence. Second, it must address data room protocols, including physical and virtual data room access by authorised representatives. Third, it commonly includes a non-solicitation clause restricting the parties from recruiting each other's employees identified during due diligence. Fourth, it typically contains a standstill provision prohibiting the receiving party from acquiring shares in the target without written consent.
Under Nigerian law, confidentiality obligations survive the termination of negotiations. Courts of the Federal High Court and the Lagos State High Court have affirmed the enforceability of confidentiality undertakings in commercial transactions, consistent with principles of good faith and the equitable doctrine of breach of confidence recognised at common law in Nigeria.
The legal framework governing the Confidentiality Agreement (M&A) — Nigeria in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a Confidentiality Agreement (M&A) — Nigeria in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Contract Law (received English common law) sets the foundational requirements.
When Do You Need a Confidentiality Agreement (M&A) — Nigeria?
A Nigeria M&A Confidentiality Agreement is needed at the earliest stage of any corporate transaction before any non-public information is exchanged between the prospective buyer and the target company or its advisers.
The agreement is required when a strategic acquirer or private equity firm begins evaluating a potential acquisition of a Nigerian company. Before management presentations, information memoranda, or financial statements are shared, the M&A NDA must be signed by all authorised representatives of both parties.
The agreement is needed when a Nigerian company invites multiple bidders to participate in a structured sale process. Each prospective buyer must execute the NDA before gaining access to the data room, whether physical or virtual (such as Intralinks or Datasite platforms commonly used in Nigerian transactions).
The agreement is required when Nigerian banks or financial advisers — such as FBN Quest, Stanbic IBTC, or Chapel Hill Denham — are engaged to run a competitive auction. Advisers receive the NDA on behalf of their principals and are bound by its terms.
The agreement is needed when a foreign investor is evaluating entry into Nigeria through acquisition of an existing business, particularly in regulated sectors such as banking (CBN-supervised), insurance (NAICOM-supervised), or telecommunications (NCC-supervised), where regulator-specific confidential information is shared during diligence.
The agreement is also required when two Nigerian companies explore a merger under Section 119 of CAMA 2020 or a scheme of arrangement under Section 715, and pre-merger financial and operational information must be exchanged before formal approval from the FCCPC under Section 93 of the FCCPA 2018.
Parties in Nigeria should prepare a Confidentiality Agreement (M&A) — Nigeria proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Confidentiality Agreement (M&A) — Nigeria
A Nigeria M&A Confidentiality Agreement must contain the following key elements to be effective and enforceable.
Party identification: Full legal names, Corporate Affairs Commission (CAC) registration numbers (RC numbers), and registered addresses of all parties. Identify authorised signatories and confirm their authority to bind the company under the company's Articles of Association.
Definition of confidential information: A broad but precise definition covering financial statements, management accounts, business plans, customer and supplier lists, intellectual property, technology, data room materials, and information about employees. The definition should cover both written and oral disclosures and information provided by advisers on behalf of a party.
Mutual obligation structure: Confirm whether the NDA is mutual (most M&A NDAs in Nigeria are bilateral) and specify that each party acts as both disclosing party and receiving party in respect of its own confidential information.
Data room access protocols: Specify who may access the data room (named individuals or job categories), the obligation to log access, the prohibition on downloading materials outside the authorised process, and the obligation to maintain data room information in strict confidence.
Permitted disclosures: Specify that confidential information may be disclosed to directors, officers, employees, legal advisers, financial advisers, and lenders who have a need to know and are bound by equivalent obligations. Nigerian practice commonly requires advisers to countersign the NDA or execute a separate deed of adherence.
Non-solicitation clause: For a defined period (typically 12–24 months), restrict the receiving party from soliciting or hiring employees of the disclosing party who were identified during the transaction process.
Return and destruction: On termination of negotiations or upon request, the receiving party must return or certify destruction of all confidential materials, including electronically stored copies, subject to any document retention obligations imposed by Nigerian law or professional regulations.
Governance law and jurisdiction: Nigerian law, with dispute resolution by arbitration (Lagos Court of Arbitration or LCIA Nigeria) or exclusive jurisdiction of Lagos State High Court or the Federal High Court (Commercial Division).
Additional compliance elements for a Confidentiality Agreement (M&A) — Nigeria used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Confidentiality Agreement (M&A) — Nigeria (Nigeria) [Legal document template]. Forms Legal. https://forms-legal.com/nigeria/business/contracts/confidentiality-agreement-ma-nigeria
"Confidentiality Agreement (M&A) — Nigeria (Nigeria)." Forms Legal, 2026, https://forms-legal.com/nigeria/business/contracts/confidentiality-agreement-ma-nigeria.
@misc{formslegal-confidentiality-agreement-ma-nigeria,
author = {{Forms Legal}},
title = {Confidentiality Agreement (M&A) — Nigeria (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/business/contracts/confidentiality-agreement-ma-nigeria}},
note = {Free legal document template. Based on Contract Law (received English common law)}
}Also available for these jurisdictions:
Frequently Asked Questions
An M&A Confidentiality Agreement is legally enforceable in Nigeria as a binding contract under the general law of contract applicable in Nigeria, which draws on English common law principles as received and modified by Nigerian courts. For a confidentiality agreement to be enforceable, it must satisfy the elements of a valid contract: offer, acceptance, consideration, intention to create legal relations, and certainty of terms. In most M&A NDAs, the consideration is the mutual exchange of information — each party's agreement to disclose is the consideration for the other party's obligation of confidence. Nigerian courts, including the Court of Appeal and the Supreme Court of Nigeria, have consistently upheld commercial confidentiality agreements, and the equitable doctrine of breach of confidence provides an additional remedy independent of contract. SEC Nigeria and the FCCPC also recognise the importance of confidentiality in regulated transactions and their rules effectively reinforce the practical enforceability of M&A NDAs in Nigeria.
Breach of an M&A Confidentiality Agreement in Nigeria entitles the aggrieved party to several remedies. First, damages for loss caused by the breach, assessed on the usual contractual principles. Second, and more practically important, an injunction from the Federal High Court or a State High Court to prevent further disclosure or use of confidential information. Nigerian courts grant interim injunctions on a balance of convenience test consistent with American Cyanamid principles adopted in Nigerian jurisprudence. Third, an account of profits is available in equity where the receiving party has derived commercial benefit from the misuse of confidential information. Where the breach involves misuse of electronically stored confidential data, criminal liability may arise under the Cybercrimes (Prohibition, Prevention, Etc.) Act 2015. Parties should include an express acknowledgement that breach will cause irreparable harm and that injunctive relief is an appropriate remedy, as this pre-empts any argument by the breaching party that damages alone are adequate.
An M&A Confidentiality Agreement in Nigeria is not required to be notarised. However, the Stamp Duties Act Cap S8 LFN 2004 (as amended) imposes stamp duty on instruments executed in Nigeria. A confidentiality agreement that is executed as a deed or that contains an obligation to pay money may attract ad valorem stamp duty. For most standard M&A NDAs executed under hand (not as a deed), the stamp duty exposure is nominal. However, parties engaged in transactions involving land, shares, or other stampable assets should obtain stamp duty advice from a Nigerian tax adviser or legal practitioner enrolled at the Nigerian Bar Association (NBA). Unstamped instruments may be inadmissible in evidence before Nigerian courts under Section 22 of the Stamp Duties Act, which is a practical reason to address stamping before any dispute arises.
Nigerian M&A practice typically provides for a confidentiality period of two to five years from the date of the NDA or from the date negotiations terminate, whichever is later. The appropriate period depends on the sensitivity of the information and the industry. For transactions involving trade secrets in the technology, pharmaceutical, or oil and gas sectors, longer periods of three to five years are common. For financial information that quickly becomes stale, a shorter period of 12 to 24 months may be appropriate. Some Nigerian M&A NDAs provide that obligations with respect to trade secrets survive indefinitely, while obligations regarding other confidential information expire after the agreed period. Parties should expressly state the duration and specify whether it runs from the date of execution, the date negotiations terminate, or the date the transaction closes or is abandoned.
The Federal Competition and Consumer Protection Commission (FCCPC) requires parties to a merger that meets the notification threshold under Section 93 of the Federal Competition and Consumer Protection Act 2018 (FCCPA 2018) to submit detailed information about the transaction, the parties, and their markets. This regulatory notification process involves sharing highly sensitive business information with FCCPC staff and potentially with third parties (such as competitors who may be consulted during market analysis). The M&A NDA should expressly address what happens to confidential information disclosed to the FCCPC, confirm that regulatory disclosure is a permitted exception to the confidentiality obligation (as required by law), and impose an obligation on the disclosing party to give advance notice of any such required disclosure and to use reasonable endeavours to obtain confidential treatment from the FCCPC where possible.
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
Found an error? Let us knowRelated Documents
You may also find these documents useful:
Corporate Power of Attorney — Nigeria
A corporate power of attorney for Nigeria authorising a named attorney-in-fact to act on behalf of a company in specified matters. Executed as a deed under the Companies and Allied Matters Act 2020 (CAMA 2020) with company seal or director signatures. Covers board resolution, scope of authority, and revocation.
Consulting Agreement — Nigeria
A professional consulting agreement for Nigeria governing the engagement of an independent consultant. Covers scope of services, fees, intellectual property ownership, confidentiality, termination, and tax treatment under the Personal Income Tax Act and Companies Income Tax Act.
Convertible Note Agreement — Nigeria
A convertible note agreement for Nigeria for early-stage startup financing. Covers principal amount, interest rate, maturity date, conversion mechanics (discount rate and valuation cap), default provisions, and governing law under CAMA 2020 and ISA 2007.