Negotiation Brief

NorthRail's general counsel will argue that 7-year confidentiality reflects industry norm given the proprietary routing algorithms involved and will resist any reduction below 5 years.

Their reasoning: Logistics operators commonly hold competitive route data as trade secrets with multi-decade lifecycles; they will frame 7 years as a floor, not a ceiling.

Tiered term: 3 years for general Confidential Information, 5 years for information specifically marked 'Trade Secret' on disclosure.

Why it works: Concedes longer protection only on the narrow class of information NorthRail actually cares about, while keeping the firm's 3-year default for the bulk of routine commercial information.

NorthRail will resist removing liquidated damages entirely and may attempt to reframe ₦25M as a 'genuine pre-estimate of loss'.

Their reasoning: They want a credible deterrent. Internal counsel knows actual damages from disclosure are hard to prove.

Strike liquidated damages; replace with a single aggregate liability cap of ₦15M and a mutual obligation to notify within 5 business days of any suspected breach to allow cure.

Why it works: Gives NorthRail a meaningful financial backstop and a faster cure mechanism, while removing the per-occurrence cumulative exposure and the enforceability risk under Nigerian penalty doctrine.

Counterparty will insist on uncapped indemnity for breaches involving wilful misconduct or fraud and may agree to caps only for negligence.

Their reasoning: Standard counterparty position — protects them against the worst-case scenario without conceding the wider clause.

Cap indemnification at the greater of ₦10M or fees paid under the underlying engagement; carve out wilful misconduct and fraud from the cap.

Why it works: Aligns with the firm's playbook ceiling while accepting the carve-out NorthRail is most likely to push for — a faster path to signature.