non disclosure agreement
Non Disclosure Agreement is a signed promise that keeps one person's private business ideas or numbers from being shared with anyone outside the deal.
In plain English
Adaeze had been perfecting her jollof spice blend for two years, testing it on family until even her strict uncle asked for the recipe.
A popular restaurant chain in Lagos invited her for a meeting, sounding interested in stocking her product on their shelves nationwide.
Her cousin, who had once lost a small business idea to a bigger company after a careless chat, told her one thing before she walked in. Sign nothing, share nothing, until they sign a Non Disclosure Agreement first.
So before Adaeze opened her folder of recipes and supplier costs, the restaurant's lawyer handed her a document stating that whatever she revealed in that room stayed in that room. Neither side could repeat her spice ratios, her cost breakdown, or her supplier's contact details to a rival company.
This is what a Non Disclosure Agreement, often shortened to NDA, does. It is a legal contract that says information shared during a business conversation is confidential, and if either side leaks it, they can be taken to court.
It shows up everywhere. A UK based tech founder pitching an app idea to investors, a Nigerian food vendor discussing a franchise deal, even an employee learning a company's client list before resigning, all of them may need this piece of paper to feel safe.
A Lagos skincare brand negotiating a supply deal with a chain of pharmacies signs an NDA before revealing their formula. The agreement states that if the pharmacy chain leaks the formula to a competitor, they could be sued for damages running into millions of naira, say ₦20,000,000, depending on the loss proven in court.
Questions people ask
Is a Non Disclosure Agreement the same as a contract?
It is a type of contract, but a narrow one. It only covers the sharing of secret information, not payment terms, delivery dates, or other business obligations, which usually sit in a separate agreement.
Can I write my own NDA without a lawyer?
You can find templates online and adjust them, and for small, low risk conversations that may be enough. For anything involving serious money, investors, or a big company, it is worth paying a lawyer to check the wording so it actually holds up if there is ever a dispute.
What happens if someone breaks an NDA?
The person who shared the secret information can sue for damages, meaning they can ask a court to make the person who leaked it pay for the financial harm caused. Proving the harm and collecting the money can still take time and effort, so it works best as a deterrent rather than a guarantee.
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