DRAFT v0.1 — 11 November 2026 — Draft for discussion. Not legal advice. To be reviewed by Nigerian legal counsel before signature or publication.
This Agreement is made on {{EFFECTIVE_DATE}} between {{COMPANY_LEGAL_NAME}} of {{COMPANY_ADDRESS}} and the organisation named in the signature block below (each a "Party"), for the purpose of discussions and any pilot evaluation concerning the Velnova Health platform (the "Purpose").
1.1 "Confidential Information" means information disclosed by one Party (the "Discloser") to the other (the "Recipient") in connection with the Purpose that is marked confidential or that a reasonable person would understand to be confidential, including business plans, pricing, product designs, security documentation, and hospital operational information.
1.2 Confidential Information does not include information that: (a) is or becomes public other than through breach of this Agreement; (b) the Recipient already knew without a duty of confidence; (c) is received from a third party free of such a duty; or (d) is independently developed without use of the Discloser's information.
1.3 Patient data. The Parties do not expect identifiable patient data to be exchanged during discussions or a pilot evaluation. If a pilot requires any patient data, it will be handled only under a signed data-processing agreement; until then, any demonstration or test data will be synthetic or fully anonymised.
2.1 The Recipient will: (a) keep the Confidential Information secret; (b) use it only for the Purpose; (c) disclose it only to its personnel and advisers who need it for the Purpose and are bound by equivalent duties; and (d) protect it with at least reasonable care.
2.2 If the Recipient is required by law, a court, or a regulator to disclose Confidential Information, it will (where lawful) notify the Discloser promptly and disclose only what is required.
3.1 On the Discloser's request, or when the Purpose ends, the Recipient will return or, at the Discloser's choice, securely destroy the Discloser's Confidential Information and confirm this in writing. Copies retained under automatic backup or legal-retention requirements remain subject to this Agreement.
4.1 This Agreement applies to disclosures from the date above. The confidentiality obligations in clause 2 continue for 3 years from the date of each disclosure.
5.1 This Agreement creates no obligation to enter into any further agreement, transfers no intellectual property, and grants no licence. Each Party retains all rights in its own information and materials.
6.1 This Agreement is governed by the laws of the Federal Republic of Nigeria, and the courts of Nigeria have jurisdiction.
6.2 This is the entire agreement between the Parties about confidentiality for the Purpose. Amendments must be in writing and signed. If any provision is unenforceable, the remainder continues in force.
Signed:
For {{COMPANY_LEGAL_NAME}}
Name: ______________________________ Title: ______________________________
Signature: ______________________________ Date: ______ / ____________ / 20______
For the other Party
Organisation: ______________________________
Name: ______________________________ Title: ______________________________
Signature: ______________________________ Date: ______ / ____________ / 20______
Draft v0.1 · 11 November 2026 · Short-form mutual NDA for pre-contract and pilot discussions.