AI agents for business finance: what they can and can't do
What AI agents can do in bookkeeping, close, collections and compliance today, where a person must stay in charge, and how to judge a product.
The short answer
Yes, an NDA with a Nigerian company is generally enforceable as a contract. Nigeria has no statute dedicated to trade secrets, so confidentiality is protected through contractual terms enforced under common-law principles, and courts judge post-contract restrictions for reasonableness case by case (Mondaq, August 2023). What makes it work across borders is a clear definition of confidential information, a sensible duration, a named governing law and forum, and remedies that a court can actually grant.
The legal footing in Nigeria
Before a Nigerian company shares its product roadmap, customer data or pitch deck with a consultant, developer or designer abroad, it will often send a non-disclosure agreement. Freelancers then ask two questions: does signing it expose me to real liability, and if I am the one sharing, will it protect me?
A Mondaq article by Peter-Cole Onele and Adedamola Odubanjo of Chris Ogunbanjo LP (29 August 2023) sets out the Nigerian position. Nigeria has no legislation that specifically protects trade secrets or confidentiality obligations. Protection comes instead from contractual confidentiality and non-disclosure terms, enforced through common-law principles. The article describes information that qualifies for protection as information that has commercial value, is not publicly known, and is subject to reasonable efforts to keep it confidential, of which an NDA is one.
Other laws sit around the contract. The same article points to section 37 of the Constitution on privacy and to the Nigeria Data Protection Act 2023, which places confidentiality duties on those who control or process personal data. If an NDA covers customer records, data protection duties apply to you whether or not the NDA mentions them; our guide on contracting for a Nigerian fintech covers that side.
What courts look at
Because the NDA is a contract, ordinary contract questions decide whether it binds: was there an agreement, is it clear what was promised, and was something given in exchange (usually the disclosure itself, or the wider engagement). The harder questions come after the work ends. The Mondaq authors note that confidentiality obligations can continue after a contract ends, but that the enforceability of post-termination restrictions is tied to the common law on restrictive covenants, and courts assess reasonableness case by case with no fixed rule.
In practice, that means a court is more comfortable enforcing:
- a defined list of what is confidential, rather than "all information of any kind";
- exclusions for information already public, already known to you, independently developed or received lawfully from someone else;
- a duration that fits the information (a product launch may be secret for a year, a source-code base for much longer);
- a duty that is about not using or disclosing information, rather than a hidden non-compete that stops you working for others in the same sector.
Making it workable across borders
A Nigerian company enforcing an NDA against someone in London or Atlanta, or you enforcing one against a company in Lagos, faces a practical problem: a judgment in one country is not automatically enforced in another. The clauses that make an NDA usable are therefore less about strong words and more about mechanics:
- Governing law. Name it. Nigerian law, English law or the law of a US state each have their own approach to confidentiality and restraint.
- Forum. Say which courts, or which arbitration body, will hear disputes. Arbitration awards are often easier to enforce across borders than court judgments; see arbitration and mediation options.
- Injunction wording. A statement that damages may not be an adequate remedy helps a party ask a court to stop a disclosure quickly, though the court still decides.
- Return or destroy. A clear duty to return or delete materials at the end, with a short written confirmation.
- Mutuality. If you are sharing your own methods or pricing, make the NDA two-way.
Fixed sums for breach
Some NDAs set a fixed amount payable on any breach. Nigerian courts apply the penalty rule here as they do for other contracts. A BusinessDay summary (2 October 2025) of the position, citing Oyeneyin v Akinkugbe (2010) LPELR-2875(SC), explains that an agreed sum which is a genuine pre-estimate of loss is enforceable without proof of loss, while an extravagant sum meant to deter is a penalty and unenforceable. Example only: an NDA that makes a solo consultant liable for ₦50,000,000 for any disclosure, on a ₦2,000,000 engagement, is the kind of figure that invites the penalty argument; it is still worth negotiating down before you sign rather than relying on that argument later.
Before you sign: a short checklist
- Is the definition of confidential information limited and are the standard exclusions there?
- How long does the duty last, and does it end for information that becomes public?
- Is there any non-compete or non-solicitation language hidden in it?
- Which law governs, and where would a dispute be heard?
- Is there a fixed damages figure, and is it proportionate to the engagement?
- Does it cover personal data, and do you have a process to handle that data properly?
- Does it let you keep a copy for legal or tax records, which you may need for years?
This is information about how NDAs are treated, not legal advice. For an NDA tied to a large engagement, a Nigerian lawyer can review the clauses against current case law. The wider contract should also settle who owns the work and the governing law and jurisdiction.
Where Pryme fits
An NDA governs information, not money, so Pryme has a small role here. Where it helps is the paper trail: a Pryme Business Account keeps invoices and payments from the Nigerian client in one place, and the Compliance agent can prepare a record of the contracts and obligations attached to each client for a person to review.
Questions people ask
Are NDAs legally binding in Nigeria?
Yes, as contracts. Nigeria has no specific trade secrets statute, so an NDA is enforced under common-law contract principles, and post-contract restrictions are judged for reasonableness case by case.
Can a Nigerian company sue me abroad for breaching an NDA?
It can bring a claim in the forum the NDA names, or where you are. Enforcing a Nigerian judgment abroad depends on the other country's rules, which is why many NDAs choose arbitration or a forum where assets are.
How long can an NDA last under Nigerian law?
There is no fixed statutory period. Courts look at whether the duration is reasonable for the information protected, so a duty that matches the information's commercial life is easier to enforce.
Is a non-compete inside an NDA enforceable in Nigeria?
It is treated as a restraint of trade and judged more strictly than a confidentiality duty. A narrow, time-limited restriction tied to a real interest stands a better chance than a broad ban on working in a sector.
Sources
- Mondaq (Onele and Odubanjo, Chris Ogunbanjo LP): Trade secrets and confidentiality, the Nigerian perspective (29 Aug 2023) · accessed Oct 2026
- BusinessDay: Liquidated damages and liability clauses under Nigerian law (2 Oct 2025) · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.