Non Disclosure Agreement
This non-disclosure agreement is made and entered into this
22nd day of September 2022
Between
NotchHR (A Software-as-a-Service [SaaS] Company Providing HR Technology Services) is a product of ATB Techsoft and X3 Leasing, of #94, Norman Williams Street, Ikoyi, Lagos, Nigeria (hereinafter referred to as the “NotchHR” which expression shall where the context so admits include their Heirs, Executors, Trustees, Personal Representatives and Assigns) of the first part.
And
All NotchHR Customers worldwide, hereinafter referred to as “You” or “Your” (which expression shall where the context so admits include its successors-in-title and assigns) of the other part.
Whereas
- In connection with the Software-as-a-Service HR Technology Services (the Service) proposed to be provided to YOU by NotchHR, YOU may directly make available Confidential Information (as defined below) to NotchHR or its employees from time to time or we may indirectly acquire or have access to the Confidential Information by virtue of the Service.
- It is intended that this Agreement will govern the terms and conditions applying to NotchHR use of the Confidential Information and other related matters.
NOW IT IS HEREBY AGREED by and between the parties hereto as follows:
1. Definitions
In this Agreement, unless the context otherwise requires:
1.1 Confidential Information means all employee records required to manage human resource and payroll activities at your organization, (in electronic or otherwise) belonging to YOU, including but not limited to the following:
1.1.1 All data and Information concerning YOUR employees.
1.1.2 Information regarding your preferred banks or bank cards, or direct debit from which YOU desire to run payroll for your employees, as regards the Service.
1.1.3 Information regarding YOUR policies, procedures, and work practices where it concerns human resources activities.
1.1.4 Confidential information such as authentication details for troubleshooting purposes.
1.2 Delete, for the purposes of this agreement, means removing all Confidential Information which is electronically held in such a way that it can never be retrieved from the device on which it is held.
2. Obligations of NotchHR
In consideration of YOU directly making the Confidential Information available to NotchHR, or NotchHR otherwise acquiring the Confidential Information, NotchHR shall:
2.1 Manage and process any Confidential Information which it acquires from YOU in accordance with the instructions of the obligations of the Nigeria Data Protection Regulations 2009 in so far as these obligations apply to a data processor.
2.2 Keep secret and confidential all Confidential Information furnished to it or otherwise acquired by its employees, except such Confidential Information which has been made available to the public by YOU or by any third party lawfully in possession thereof and entitled to make such disclosure without restriction.
2.3 Not disclose Confidential Information to any of NotchHR employees unless and only to the extent that such persons need to know such Confidential Information for the purposes of providing services in connection with the Service, and provided that such person has been made aware of the restrictions in this Agreement on the disclosure of the Confidential Information and has agreed in writing at NotchHR employee onboarding process to comply with such restrictions.
2.4 Not use the Confidential Information directly or indirectly for any purpose other than in connection with the provision of services to YOU.
2.5 Not make any press announcement or otherwise publicize the business relationship with YOU in any way; except where they are used in general sense as reference for our services.
2.6 Only use the Confidential Information solely for the purposes of fulfilling the requirements of the Service.
2.7 Implement appropriate human, organizational and technological controls to or disclosure of the Confidential Information.
2.8 Take the necessary precautions for the prevention of unauthorized access to, the Confidential Information.
2.9 Ensure the security of Confidential Information stored on all fixed and mobile devices, including desktop computers, servers, and mobile computer devices (i.e., laptops, notes, tablets, personal data assistants, iPads, iPhones, and other smart type devices, etc.).
2.10 Ensure that all Confidential Information held on mobile computing and removal storage devices is secured by strong encryption.
2.11 Ensure that all transfers of the Confidential Information are legal, justifiable, and only the minimum Confidential Information necessary for a given purpose is transferred.
3. Disclosure Required By Law
3.1 If NotchHR is legally required to disclose any of the Confidential Information to a third party, NotchHR is bound by the Nigeria Data Protection Regulations 2009 to do so.
4. Breach Of Agreement
NotchHR hereby indemnifies itself and agrees to keep YOU and itself indemnified against any costs, expenses, damages, harm, or loss suffered or incurred by reason of any disclosure of the Confidential Information in breach of the terms and conditions of this Agreement.
5. No Warranty
Nothing in this Agreement shall constitute a warranty by NotchHR as to the accuracy of any of the Confidential Information that YOU provide, and NotchHR will not be liable to YOU or to any other party to which any of the Confidential Information may be disclosed for any loss or damage howsoever caused, arising directly or indirectly out of the inaccuracy of any of the Information.
6. Waiver
YOUR rights under this Agreement will not be prejudiced or restricted by any indulgence or forbearance extended to NotchHR or other parties, and no waiver by YOU in respect of any breach of the terms of this Agreement will operate as a waiver in respect of any subsequent breach.
7. Variation
This Agreement may change at any time; however, all changes will be published on NotchHR website.
8. Notice
Any notice or other communication given or made under this Agreement shall be disclosed on NotchHR website and by email communication.
9. Severance
If any provision of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions of this agreement will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to make it valid, enforceable, or legal.
10. Governing Law
This Agreement and any questions or disputes arising out of or relating to its existence, validity and termination shall be governed by the relevant Laws of the Federal Republic of Nigeria.
11. Dispute Resolution
If any dispute arises as to the validity, interpretation, effect, rights and/ or obligations of the Parties under this Agreement, the Parties shall use their best endeavors to reach an amicable settlement of the dispute. If the parties are unable to resolve such dispute within 60 days (or such further period as the parties shall agree in writing), the dispute shall be settled finally by arbitration in accordance with the Arbitration and Conciliation Act, Chapter A18, Laws of the Federation of Nigeria 2004 (or any amendment thereto or replacement thereof) and the Arbitration Rules connected thereto.