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Acquisition Confidentiality Agreement

Acquisition Confidentiality Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Acquisition Confidentiality Agreement

"I need an Acquisition Confidentiality Agreement under UAE law for a technology company looking to acquire a Dubai-based software development firm, with specific provisions for protecting source code and customer data, and extra clauses for handling cloud-stored information."

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Document background
The Acquisition Confidentiality Agreement is a crucial preliminary document in any M&A transaction in the UAE, typically executed before detailed discussions or due diligence commence. It serves to protect confidential information shared between parties during the evaluation of a potential acquisition or merger, ensuring compliance with UAE Federal Law No. 2 of 2015 on Commercial Companies and Federal Law No. 45 of 2021 on Protection of Personal Data. The agreement is essential in both onshore UAE and free zone jurisdictions, particularly in the Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM). It establishes the framework for information sharing, defines permitted uses, and outlines consequences of unauthorized disclosure, while considering local business practices and legal requirements.
Suggested Sections

1. Parties: Identification of the disclosing party, receiving party, and any relevant affiliated entities

2. Background: Brief context about the proposed transaction and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Affiliate'

4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors

6. Information Security: Specific measures required to protect confidential information, including digital security requirements

7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

8. Duration and Survival: Term of the agreement and which provisions survive termination

9. Non-Circumvention: Prohibition on using confidential information to circumvent the disclosing party in the proposed transaction

10. Remedies: Available remedies in case of breach, including injunctive relief

11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers, included when human capital or customer relationships are crucial

2. Standstill Provisions: Restrictions on acquiring securities or assets without consent, relevant for public companies

3. Data Protection Compliance: Specific provisions for compliance with UAE data protection laws, needed when personal data is involved

4. Inside Information: Special provisions for handling inside information, required when target is publicly listed

5. Anti-Trust Compliance: Provisions ensuring compliance with competition laws, needed for competitors or regulated industries

6. Shariah Compliance: Additional provisions ensuring compliance with Shariah principles, relevant for Islamic financial institutions

Suggested Schedules

1. Schedule 1 - Defined Confidential Information: Specific categories or types of confidential information covered

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information

3. Schedule 3 - Security Protocols: Detailed information security requirements and procedures

4. Appendix A - Form of Confidentiality Undertaking: Template for additional confidentiality undertakings by representatives

5. Appendix B - Data Room Rules: Rules and procedures for accessing virtual or physical data rooms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Confidential Information
Permitted Purpose
Authorized Representatives
Affiliate
Agreement
Business Day
Disclosing Party
Receiving Party
Transaction
Group
Personal Data
Representatives
Proprietary Information
Trade Secrets
Material Non-Public Information
Data Room
Evaluation Material
Inside Information
Permitted Disclosees
Related Person
Subsidiary
Control
Associated Company
Intellectual Property Rights
Discussions
Permitted Use
Professional Advisers
Security Requirements
Termination Date
Working Hours
DIFC
ADGM
UAE
Confidentiality Undertaking
Relevant Authority
Relevant Industries

Financial Services

Technology

Real Estate

Healthcare

Manufacturing

Retail

Energy

Telecommunications

Professional Services

Transportation

Hospitality

Construction

Media & Entertainment

Education

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Risk & Compliance

Business Development

Investment

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Director

Investment Director

Due Diligence Manager

Legal Counsel

Financial Controller

Strategy Director

Business Development Manager

Risk Manager

Compliance Officer

Company Secretary

Industries
UAE Federal Law No. 2 of 2015 on Commercial Companies: Governs corporate transactions and provides framework for mergers and acquisitions in the UAE, including provisions about confidential company information
UAE Federal Law No. 45 of 2021 on Protection of Personal Data: Regulates the collection, processing, and transfer of personal data, which is crucial for due diligence processes in acquisitions
UAE Federal Law No. 31 of 2006 (amended by Federal Law No. 21 of 2021): The Industrial Property Rights Law which includes provisions for protecting confidential information and trade secrets
UAE Federal Law No. 5 of 1985 (Civil Code): Contains general principles of contract law and obligations, including duty of confidentiality and good faith in commercial dealings
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Regulates commercial transactions and includes provisions about business confidentiality and commercial secrets
UAE Federal Decree Law No. 34 of 2021 on Combating Rumors and Cybercrimes: Includes provisions about the unauthorized disclosure of confidential information through electronic means
DIFC Law No. 5 of 2020: For companies operating in Dubai International Financial Centre, this data protection law provides additional requirements for handling confidential information
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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