Overview
A Non-Disclosure Agreement (NDA) — also called a Confidentiality Agreement — is the legal foundation of every deal on Africa Acquisition. Before a Seller shares their revenue data, customer lists, or any sensitive business information, the Buyer must sign a binding NDA through the platform.
This template was drafted by lawyers admitted in Nigeria (SAN chambers), Kenya, South Africa, and Ghana, with input from our deal advisors. Version 4.2 reflects current legal practice across our 15+ operating countries and has been used in 50+ completed transactions.
What this NDA covers
Information protected
- All financial statements, revenue data, bank records, and profit & loss documents
- Customer lists, supplier relationships, and commercial contracts
- Employee information and organisational structure
- Technology, source code, databases, and proprietary systems
- Business plans, pricing strategies, and marketing data
- All documents uploaded to the NDA-protected data room on Africa Acquisition
- Verbal disclosures made during deal conversations and meetings
What the Buyer cannot do
- Share any confidential information with a third party without the Seller's written consent
- Use confidential information for any purpose other than evaluating the specific acquisition
- Use information about the business to compete with it, directly or indirectly
- Solicit the business's employees, customers, or suppliers
- Retain copies of confidential documents if the deal does not proceed
What the Seller must disclose
The NDA is one-directional — it protects the Seller's confidential information. However, by using the Africa Acquisition platform, the Seller also agrees to our Terms of Service, which require accurate and complete disclosure of all material information. An NDA doesn't protect a Seller who withholds material information from due diligence.
How it works on the platform
Buyer requests access
The Buyer clicks "Request NDA Access" on any listing. The Seller is notified immediately with the Buyer's verified profile and KYC status.
Seller reviews and approves
The Seller reviews the Buyer's profile. They can approve, deny, or ask clarifying questions before granting access. Sellers can also set automatic approval rules.
Buyer signs digitally
Upon approval, the Buyer receives the NDA pre-populated with their verified account details. They sign digitally — e-signature has the same legal force as a handwritten signature.
Data room access granted
Immediately upon signing, the Buyer gains access to the full data room. Every document access is logged with a timestamp and the Buyer's identity.
Binding for 3 years
The NDA remains binding for 3 years from signing, regardless of whether the deal completes. If the Buyer doesn't proceed, Clause 7 requires return or destruction of all confidential information.
Full NDA template
NDA Template v4.2
Africa Acquisition · April 2026
Africa Acquisition · Standard Template v4.2
NON-DISCLOSURE AGREEMENT
Non-Disclosure Agreement / Confidentiality Agreement
This Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] between:
DISCLOSING PARTY: [SELLER FULL LEGAL NAME], a [TYPE OF ENTITY] incorporated under the laws of [JURISDICTION], with its registered address at [ADDRESS] ("Disclosing Party"); and
RECEIVING PARTY: [BUYER FULL LEGAL NAME], a [TYPE OF ENTITY] incorporated under the laws of [JURISDICTION], with its registered address at [ADDRESS] ("Receiving Party").
1PURPOSE
The Receiving Party desires to evaluate a potential acquisition of the business known as [BUSINESS NAME] operated by the Disclosing Party (the "Business"), facilitated through the Africa Acquisition platform ("Purpose"). In connection with this evaluation, the Disclosing Party may disclose certain confidential information to the Receiving Party.
2DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to: financial statements, revenue data, customer lists, employee information, technology, business plans, trade secrets, pricing, marketing strategies, and all documents made available in the data room hosted on the Africa Acquisition platform.
3EXCLUSIONS
Confidential Information does not include information that: (a) is or becomes publicly available through no act of the Receiving Party; (b) was already known to the Receiving Party before disclosure, as evidenced by written records; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is disclosed with the prior written approval of the Disclosing Party.
4OBLIGATIONS OF RECEIVING PARTY
The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party; (c) use Confidential Information solely for the Purpose; (d) limit access to Confidential Information to its own employees, advisors, or agents who have a need to know and are bound by confidentiality obligations no less restrictive than this Agreement; and (e) promptly notify the Disclosing Party of any unauthorised disclosure.
5NO SOLICITATION
During the term of this Agreement and for a period of twelve (12) months thereafter, the Receiving Party shall not, directly or indirectly: (a) solicit or hire any employee or contractor of the Business; or (b) solicit or approach any customer, client, or supplier of the Business identified in the Confidential Information.
6NO USE FOR COMPETITIVE PURPOSES
The Receiving Party shall not use the Confidential Information to develop, directly or indirectly, any product, service, or business that competes with the Business.
7RETURN OR DESTRUCTION
Upon the Disclosing Party's written request, or upon the Receiving Party's decision not to proceed with the acquisition, the Receiving Party shall promptly return or certify the destruction of all Confidential Information and any copies thereof, including documents, notes, and digital files derived therefrom.
8TERM
This Agreement shall remain in effect for a period of three (3) years from the date of signing ("Term"), unless earlier terminated by mutual written agreement.
9REMEDIES
The Receiving Party acknowledges that any breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy, and the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without the requirement of posting bond or other security, in addition to all other remedies available at law or in equity.
10GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of [GOVERNING JURISDICTION]. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration under the rules of [ARBITRATION BODY], with the seat of arbitration in [CITY].
11GENERAL
(a) This Agreement constitutes the entire agreement between the parties with respect to its subject matter. (b) No waiver of any provision shall be effective unless in writing. (c) If any provision is found unenforceable, the remaining provisions shall remain in full force. (d) This Agreement may be executed electronically, with digital signatures having the same legal effect as wet ink signatures.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
DISCLOSING PARTY (Seller)
Signature
Printed name
Title
Date
RECEIVING PARTY (Buyer)
Signature
Printed name
Title
Date
Clause-by-clause guide
What each clause means in plain language and when to negotiate it.
Clause 1 — Purpose
Plain language
Limits the NDA to this specific deal evaluation. The Buyer can't use the NDA as a fishing licence to get information and then use it elsewhere.
When to negotiate
Non-negotiable. This clause is what makes the NDA specific rather than open-ended.
Clause 4 — Obligations
Plain language
The core of the NDA. Four key obligations: keep it secret, don't share it, use it only for evaluating this deal, and control who in your organisation sees it.
When to negotiate
Buyers sometimes ask to expand the "need to know" list to include their management team. This is reasonable — just ensure everyone on the list is explicitly covered.
Clause 5 — No Solicitation
Plain language
Prevents the Buyer from headhunting the business's key staff or poaching its customers even if the deal doesn't complete. Applies for 12 months after the NDA ends.
When to negotiate
Buyers sometimes push back on this, especially if they operate in the same sector. Sellers should hold firm — this clause protects against the most common form of bad-faith DD.
Clause 7 — Return/Destruction
Plain language
If the deal doesn't proceed, the Buyer must return or destroy everything. Verbal commitments aren't enough — a certification in writing is required.
When to negotiate
Standard and non-negotiable. Some Buyers ask for an exception for their advisors' files — this is acceptable if the advisors are themselves bound by confidentiality.
Clause 9 — Remedies
Plain language
This clause allows the Seller to go to court for an emergency injunction (a court order stopping the Buyer from further misusing information) without having to prove financial damage first.
When to negotiate
Buyers sometimes try to remove this. Sellers should resist — without injunctive relief, by the time you prove your case, the damage is done.
Clause 10 — Governing Law
Plain language
Determines which country's courts and laws govern disputes. The template defaults to the Seller's jurisdiction — this is market standard for one-sided disclosure agreements.
When to negotiate
Buyers from different jurisdictions sometimes prefer their home country or a neutral jurisdiction (e.g. England and Wales). This is negotiable — see the Jurisdiction Guide below.
Jurisdiction guide
For Clause 10, use the following recommended governing law and arbitration body for each country:
FAQ
Common questions about the NDA template and how it works in practice.
Yes. NDAs are enforceable as contracts under Nigerian contract law (the Contracts Act and common law principles). For enforceability, both parties must sign, consideration must exist (e.g. the disclosure of confidential information in exchange for the confidentiality obligations), and the terms must be sufficiently certain. Electronic signatures are valid under the Nigerian Electronic Transactions Act.
The template is designed to be jurisdiction-neutral and works across Africa Acquisition's 15+ operating countries. You should update the "Governing Law" clause to reflect the Seller's jurisdiction and the arbitration body to one recognised in that country. See the Jurisdiction Guide section below for country-specific recommendations.
Clause 4(d) explicitly permits disclosure to advisors who have a need to know and are bound by equivalent confidentiality obligations. You should make sure your advisors are covered by their own professional confidentiality duties (which most lawyers and accountants are), or ask them to sign a separate undertaking.
The template sets a 3-year term from signing — this is the standard on Africa Acquisition and is considered reasonable under most African contract law regimes. You can negotiate this. Sellers sometimes ask for longer terms; buyers sometimes prefer shorter ones. Anything under 1 year is unusual for an acquisition context.
The NDA obligations survive the decision not to proceed. Clause 7 requires the Buyer to return or destroy all confidential information. Clause 5's non-solicitation provisions continue for 12 months after termination. The 3-year overall term means the Buyer remains bound long after the deal process ends.
Yes. Revoking platform access doesn't affect the NDA's legal obligations — the Buyer remains bound by confidentiality even after access is revoked. Any information already accessed is still covered. This is the standard position on Africa Acquisition.
No. Africa Acquisition provides the NDA framework and hosts the signing infrastructure, but is not a party to individual NDAs between Buyers and Sellers. The legal relationship is directly between the Buyer and the Seller. Africa Acquisition may provide audit logs as evidence in enforcement proceedings, but takes no position in NDA disputes.
Yes, across all 15+ African countries on the platform. Nigeria's Electronic Transactions Act, Kenya's Kenya Information and Communications Act, South Africa's Electronic Communications and Transactions Act, and equivalent legislation in Ghana and Egypt all give electronic signatures the same legal standing as handwritten signatures for commercial contracts.
Legal contact
For legal questions about the NDA template, or to request a customised version for complex or high-value transactions:
Legal team
legal@africaacquisition.com
NDA questions and customisation requests
Transaction support
deals@africaacquisition.com
Active deal NDA disputes and issues
Legal partner network
legal@africaacquisition.com
Referrals to vetted lawyers in 15+ countries
Registered address
Africa Acquisition Limited Victoria Island, Lagos, Nigeria
For formal legal notices