This Non-Disclosure and Confidentiality Agreement (“Agreement”) sets out the rules for protecting Confidential Information disclosed to, accessed through, or generated in connection with IEdusuitesOS (“Platform”). It applies when a person or organisation (“Recipient”) receives Confidential Information from, or on behalf of, the Platform operator (“Disclosing Party”) for evaluating, accessing, implementing, supporting, integrating with, or using the Platform, or for discussing a potential business relationship. Where the context requires, the parties may each be a Disclosing Party and a Recipient.
1. Purpose and scope
This Agreement governs the permitted use and protection of non-public information shared in connection with the Platform and related business discussions or services.
2. Definition of Confidential Information
“Confidential Information” means non-public information disclosed in any form, including software, source code, object code, architecture, algorithms, features, product plans, security controls, credentials, technical documentation, pricing, commercial terms, business plans, customer and school relationships, supplier information, internal processes, and any notes, extracts, analyses, or materials derived from such information. It also includes information entrusted to the Platform by schools, students, parents, guardians, teachers, staff, and other users, to the extent the information is non-public and lawfully treated as confidential.
3. School and personal information
School records and personal information must be handled only for authorised, legitimate purposes and in accordance with applicable data-protection and education-related obligations. This Agreement does not itself grant permission to access, use, disclose, export, or process student, parent, teacher, staff, financial, attendance, assessment, or other school data. Access must be separately authorised and limited to what is necessary for the approved purpose. Nothing in this Agreement replaces a privacy notice, data-processing agreement, security policy, or other contract required by applicable law.
4. Recipient obligations
The Recipient shall: (a) use Confidential Information only for the authorised purpose; (b) keep it secure and confidential using at least reasonable care and no less care than it uses for its own similarly sensitive information; (c) disclose it only to personnel or professional advisers who need to know it for the authorised purpose and are bound by confidentiality duties; (d) not copy, publish, sell, rent, distribute, reverse engineer, decompile, or exploit Confidential Information except to the extent expressly authorised in writing or permitted by mandatory law; (e) not attempt to bypass access controls or use information to compromise the Platform or another user; (f) promptly notify the Disclosing Party after becoming aware of unauthorised access, use, loss, or disclosure; and (g) reasonably cooperate in containing and remedying the incident.
5. Exclusions
Confidential Information does not include information the Recipient can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the Recipient without a confidentiality obligation before disclosure; (c) was independently developed without use of or reference to the Confidential Information; or (d) was lawfully received from a third party without a duty of confidence. A combination of information is not excluded merely because individual elements are public, unless the combination itself falls within an exclusion.
6. Legally compelled disclosure
If the Recipient is required by law, court order, or a competent regulator to disclose Confidential Information, the Recipient may disclose only the portion legally required. Where legally permitted, the Recipient shall give the Disclosing Party prompt written notice and reasonable cooperation, at the Disclosing Party’s cost, to seek protective treatment.
7. Ownership; no licence
All Confidential Information remains the property of the Disclosing Party or the relevant rights holder. No intellectual-property right, licence, ownership interest, or other right is granted by disclosure except the limited right to use the information for the authorised purpose. The Platform, its name, branding, software, designs, documentation, and related materials may be protected by intellectual-property laws.
8. Return, deletion, and retention
Upon written request or when the authorised purpose ends, the Recipient shall, to the extent reasonably practicable and legally permitted, return or securely delete Confidential Information under its control and confirm completion upon request. The Recipient may retain copies required by law or held in routine, inaccessible backups, provided they remain protected and are not restored or used except as required for legitimate backup, legal, or compliance purposes.
9. Security and access
Recipients must use individual accounts and approved access methods, protect credentials, avoid sharing accounts, and follow applicable Platform security instructions. Access may be suspended or restricted where reasonably necessary to protect the Platform, its users, or Confidential Information. No provision authorises security testing, scraping, data extraction, or access to another school’s or user’s records without express written authorisation.
10. Term and survival
This Agreement takes effect when accepted by the parties or, where applicable, when Confidential Information is first disclosed under an agreed relationship. It continues until terminated by written notice or the end of the relevant relationship. Confidentiality obligations continue for five (5) years after the last disclosure; however, trade secrets and information that remains confidential by its nature must be protected for as long as applicable law permits or requires. Personal data must be handled for the period and purposes permitted by applicable law and the relevant data-processing terms.
11. No warranty; no obligation to proceed
Confidential Information is provided for the authorised purpose. Unless a separate written agreement states otherwise, the Disclosing Party makes no representation or warranty that information is complete or suitable for a particular purpose. Neither party is obliged to enter into a transaction, subscription, partnership, or other relationship merely because information has been disclosed.
12. Remedies and liability
The Recipient acknowledges that unauthorised disclosure or use may cause harm that may not be adequately remedied by monetary damages alone. Subject to applicable law and the court’s discretion, the Disclosing Party may seek injunctive or equitable relief and any other remedies available at law. Nothing in this Agreement excludes or limits liability where such exclusion or limitation is prohibited by law.
13. Governing law and disputes
This Agreement is governed by the laws of the Federal Republic of Nigeria, subject to any mandatory law applicable to the relevant party or processing activity. The parties shall first attempt in good faith to resolve a dispute through written notice and discussions. If unresolved, a party may refer the dispute to a court of competent jurisdiction in Nigeria, unless the parties agree in writing to another lawful dispute-resolution process.
14. General provisions
This Agreement constitutes the confidentiality understanding for its stated purpose and does not override a later signed agreement that expressly addresses the same subject. Any amendment or waiver must be in writing and authorised by the relevant parties. If a provision is held unenforceable, the remaining provisions continue to the extent permitted by law. A failure to enforce a provision is not a waiver. Neither party may assign this Agreement except as permitted by law or with the other party’s written consent. Electronic acceptance and counterparts may be used to the extent permitted by applicable law.
15. Contact and notices
Questions or notices concerning this Agreement should be sent to: [Insert full legal name of owner/company], [Insert business address], [Insert official legal/privacy email]. Replace these placeholders before publishing. Do not include sensitive student or account information in an ordinary email unless an approved secure process is available.
16. Acceptance
For a separately executed agreement, the parties should complete the details and sign. If this text is published on the website, the operator should clearly state whether it is a notice, a click-accept agreement, or part of a separate contract; website publication alone should not be represented as proof that every visitor has entered into a mutual NDA.