Basic Mutual Non-Disclosure Agreement (NDA)

BASIC MUTUAL NON-DISCLOSURE AGREEMENT (NDA)

THIS NON-DISCLOSURE AGREEMENT  (this "Agreement" ) is made on this ________ day of ____________ , 20__.

BETWEEN:

1. [FULL NAME OF PARTY A] , a [company / sole proprietorship / partnership] incorporated or registered under the laws of the Republic of Ghana with registration number [ insert registration number ] and having its registered or principal place of business at [insert address] (hereinafter referred to as  "Party A" );

AND

2. [FULL NAME OF PARTY B] , a [company / sole proprietorship / partnership] incorporated or registered under the laws of the Republic of Ghana with registration number [insert registration number] and having its registered or principal place of business at [insert address] (hereinafter referred to as  "Party B" ).

Party A and Party B are hereinafter referred to individually as a  "Party"  and collectively as the  "Parties" .

BACKGROUND

WHEREAS:

1. The Parties are considering entering into discussions concerning [briefly describe the proposed transaction, project or business relationship] (the  "Purpose" );

2. In connection with the Purpose, either Party may disclose to the other certain confidential or proprietary information;

3. The Parties wish to protect such information from unauthorised use or disclosure and to record the terms upon which it may be disclosed and used.

IT IS AGREED as follows.

1. CONFIDENTIAL INFORMATION

1.%2. For the purposes of this Agreement, "Confidential Information" means any information disclosed by or on behalf of one Party (the "Disclosing Party" ) to the other Party (the "Recipient Party" ) in written, electronic, oral, visual or any other form, including any information that ought reasonably to be regarded as confidential.

2.%2. Without limitation, Confidential Information includes:

- B usiness plans;

- F inancial information;

- C ustomer and supplier information;

- M arketing information;

- S oftware;

- S ource code;

- T echnical information;

- I nventions;

- T rade secrets;

- D esigns;

- R esearch;

- K now-how;

- B usiness opportunities;

- C ommercial strategies;

- I ntellectual property; and

- D ocuments prepared using such information.

3.%2. The existence of discussions or negotiations between the Parties concerning the Purpose shall itself be treated as Confidential Information unless otherwise agreed in writing.

2. PURPOSE AND PERMITTED USE OF CONFIDENTIAL INFORMATION

1.%2. The Recipient Party shall use the Confidential Information solely for evaluating, negotiating or carrying out the Purpose.

2.%2. The Recipient Party shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.

3.%2. Nothing in this Agreement obliges either Party to disclose any Confidential Information.

3. OBLIGATIONS OF THE RECIPIENT PARTY

1.%2. The Recipient Party agrees to:

%3. K eep the Confidential Information strictly confidential;

%3. U se the Confidential Information only for the Purpose;

%3. P rotect the Confidential Information using at least the same degree of care that it uses to protect its own confidential information, and in any event no less than reasonable care;

%3. R estrict access to the Confidential Information to those of its employees, directors, officers and professional advisers who have a genuine need to know the information for the Purpose and who are subject to confidentiality obligations no less restrictive than those contained in this Agreement;

%3. N ot copy, reproduce or otherwise record the Confidential Information except to the extent reasonably necessary for the Purpose;

%3. T ake reasonable steps to prevent any unauthorised access, disclosure or use of the Confidential Information;

%3. P romptly notify the Disclosing Party upon becoming aware of any unauthorised disclosure, access or use of the Confidential Information; and

%3. C omply with any reasonable written directions of the Disclosing Party regarding the handling or protection of the Confidential Information.

2.%2. The Recipient Party shall remain responsible for any breach of this Agreement by its directors, officers, employees, advisers, consultants, agents or representatives to whom Confidential Information is disclosed.

4. EXCLUDED INFORMATION

1.%2. The obligations contained in this Agreement shall not apply to information which the Recipient Party can demonstrate:

%3. W as lawfully known to it before disclosure by the Disclosing Party;

%3. B ecomes publicly available other than through

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