NON-DISCLOSURE AGREEMENT (NDA)
This NON-DISCLOSURE AGREEMENT (“NDA”) is entered into as of the mutually acknowledged date hereinafter by and between Nkwa Food and Hospitality Global (referred to as “First Party” and “Disclosing Party”), and the undersigned (referred to as “Second Party” and “Receiving Party”), together, “The Parties”.

W I T N E S S E T H:
WHEREAS, The First Party may posture as a Disclosing Party directly or indirectly disseminating information to the Receiving Party, including but not limited to proprietary and Confidential Information (as defined below), which is the property of Disclosing Party for the purpose of assisting the Receiving Party in performance of their services or consideration of the performance of such services to Disclosing Party; and

WHEREAS, Receiving Party follows a policy of protecting the Disclosing Party’s proprietary and confidential information, including any and all trademark, patent, copyright, intellectual property, strategic operations strategies, and the private personal information of its staff, stakeholders, and related rights,

NOW, THEREFORE, in consideration of the premises and the disclosure of proprietary and confidential information from Disclosing Party to Receiving Party for the stated purpose and any other agreed purposes, the parties agree as follows:

1. Proprietary and Confidential Information
“Confidential Information” means the confidential, business information, internal operations, internal processes, sales, marketing, and proprietary information of Disclosing Party and third parties with whom it conducts business, including but not limited to:

(a) Financial transactions, financial operations, banking history, accounting documents, credit information, planned or existing businesses or business initiatives, organizational restructuring plans, sales, marketing strategy, unique selling positions (USPs), profits, and other financial information;
(b) Technology-related information, including computer systems, architecture, software, methods of processing, and operational methods;
(c) Employee and personnel information;
(d) Confidential information and materials of third parties conducting business with the Disclosing Party;
(e) Information from any Requests for Information or Proposals, and follow-up data related thereto;
(f) Policies, procedures, standards, client lists, vendor lists, staff lists, or any other stakeholder information.

2. Limited Use
The Receiving Party shall use the Confidential Information solely for the purpose of performing contractual services to the Disclosing Party or evaluating potential business relationships.

3. Nondisclosure to Third Parties
The Receiving Party shall keep the Confidential Information in strictest confidence and will not disclose any portion to third parties without prior written consent from the Disclosing Party. The Receiving Party must immediately notify the Disclosing Party upon receiving any third-party request for disclosure and cooperate with efforts to protect such information.

4. Data Security Measures
The Receiving Party agrees to implement and maintain reasonable security practices and procedures to protect the Confidential Information from unauthorized access, use, disclosure, or destruction. This includes maintaining physical, electronic, and procedural safeguards equivalent to or exceeding the Receiving Party’s own measures to protect its most sensitive data.

5. Indemnification
The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from any damages, losses, liabilities, or expenses (including reasonable attorney fees) arising from a breach of this NDA, including any unauthorized disclosure, misuse, or misappropriation of Confidential Information.

6. No Warranties
The Disclosing Party makes no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information provided, and shall not be liable for any errors or omissions therein. The Receiving Party agrees that the Disclosing Party shall not be held responsible for any business decisions made based on the information provided.

7. Remedies for Breach
In the event of a breach or threatened breach of this NDA, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or any other remedy available at law or in equity, without the necessity of proving actual damages. The remedies specified herein are not exclusive and are in addition to any other remedies available under applicable law.

8. Non-Circumvention
For a period of five (5) years from the date of this NDA and from the date of any related information disclosure, the Receiving Party agrees not to directly or indirectly initiate or enter into business transactions with any third party introduced by the Disclosing Party without prior written consent.

9. Non-Compete
The Receiving Party shall not replicate, disclose, or profit from proprietary knowledge or techniques unique to the Disclosing Party. A breach will result in damages of three-hundred percent of Receiving Party sales or anticipated lost revenue, plus attorney fees.

10. Term of Agreement
The obligations under this NDA survive the termination of business discussions and continue indefinitely with respect to retained confidential information.

11. Return or Destruction of Information
Upon termination of access to the Confidential Information, the Receiving Party shall immediately delete or destroy any electronic or physical copies in their possession and certify in writing that such destruction has occurred.

12. Governing Law and Jurisdiction
This NDA shall be governed by the laws of Accra, Ghana, and any disputes shall be resolved in the courts of Greater Accra.

13. Miscellaneous
This NDA constitutes the entire understanding between the Parties and supersedes any prior agreements. Amendments must be made in writing and signed by both parties. Any provision deemed unenforceable shall be modified to reflect the parties' intentions, while the remaining provisions shall remain in full force and effect.

By clicking "Accept" or submitting your information through the electronic form, you acknowledge that you have read, understood, and agree to the terms and conditions set forth in this Non-Disclosure Agreement (NDA).