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Confidentiality And Non Disclosure Agreement

Confidentiality And Non Disclosure Agreement Template for United Arab Emirates

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Confidentiality And Non Disclosure Agreement Template

"I need a Confidentiality And Non Disclosure Agreement Template for use between my Dubai-based technology company and potential investors from Europe, with specific provisions for protecting our proprietary software code and future product roadmap, to be effective from March 2025."

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This Confidentiality And Non Disclosure Agreement Template is designed for use in the United Arab Emirates, providing a comprehensive framework for protecting confidential information in various business contexts. The template is particularly relevant in today's dynamic UAE business environment, where protection of trade secrets and proprietary information is crucial for maintaining competitive advantage. It incorporates essential elements required under UAE law, including provisions from the UAE Civil Code, Commercial Transactions Law, and recent cybersecurity regulations. The document is structured to be used across various sectors and business relationships, from simple bilateral arrangements to complex multi-party transactions, ensuring that confidential information shared during business discussions, partnerships, or employment relationships remains protected. The template includes bilingual considerations necessary for UAE court enforcement and addresses both traditional business information and digital data protection requirements.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names, addresses, and registration details as per UAE requirements

2. Background: Context of the relationship between parties and purpose of sharing confidential information

3. Definitions: Detailed definitions including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other key terms

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and exclusions

5. Obligations of Receiving Party: Core confidentiality obligations, including protection standards and non-use commitments

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors

7. Security Measures: Required security measures for protecting confidential information

8. Return or Destruction: Obligations regarding return or destruction of confidential information upon termination

9. Term and Termination: Duration of the agreement and termination provisions

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction for dispute resolution

12. Entire Agreement: Standard boilerplate confirming this is the complete agreement between parties

13. Execution: Signature blocks and execution requirements compliant with UAE law

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers, recommended for business relationships

2. Digital Data Protection: Specific provisions for handling digital data, recommended when dealing with electronic information

3. Intellectual Property Rights: Additional IP protection clauses, needed when confidential information includes IP

4. Export Control: Compliance with UAE export control laws, necessary for international transfers of technology

5. Data Privacy Compliance: Specific provisions for personal data handling, required when personal data is involved

6. Force Majeure: Provisions for unforeseen circumstances affecting confidentiality obligations

7. Shariah Compliance: Additional provisions ensuring compliance with Islamic law principles, if required

8. Competition Restrictions: Non-compete provisions, recommended for business-critical information

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list of specific confidential information covered

2. Schedule 2 - Authorized Representatives: List of authorized personnel who may access confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and procedures for handling confidential information

4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted use of confidential information

5. Appendix A - Data Processing Requirements: Specific requirements for processing personal or sensitive data

6. Appendix B - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information

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
Affiliate
Agreement
Authorized Representative
Business Day
Business Purpose
Confidential Information
Disclosing Party
Effective Date
Electronic Data
Group Company
Intellectual Property Rights
Notice
Permitted Purpose
Receiving Party
Representatives
Security Protocols
Subsidiary
Term
Trade Secrets
Confidentiality Period
Data Protection Laws
Designated Contact Person
Material
Personal Data
Professional Advisors
Project
Related Entity
Security Breach
Sensitive Information
Technical Information
Territory
Third Party
Working Hours
Relevant Industries

Technology and IT

Financial Services

Real Estate and Construction

Healthcare and Medical

Oil and Gas

Retail and Consumer Goods

Professional Services

Manufacturing

Education

Media and Entertainment

Telecommunications

Hospitality and Tourism

Aviation and Aerospace

Energy and Utilities

Maritime and Logistics

Relevant Teams

Legal

Human Resources

Executive Leadership

Business Development

Research and Development

Information Technology

Finance

Operations

Procurement

Sales and Marketing

Strategy

Innovation

Product Development

Corporate Communications

Investment

Compliance

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Business Development Manager

Human Resources Director

Chief Technology Officer

Project Manager

Research and Development Director

Investment Manager

Procurement Manager

Operations Director

Chief Financial Officer

Sales Director

Strategy Consultant

Technical Advisor

Department Head

Product Manager

Innovation Lead

Industries
UAE Civil Code (Federal Law No. 5 of 1985): Provides the fundamental principles of contract law, including formation, enforcement, and remedies for breach of contractual obligations
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Governs commercial relationships and trade secrets in business contexts, particularly relevant for B2B NDAs
UAE Penal Code (Federal Law No. 3 of 1987): Contains provisions for criminal penalties related to disclosure of confidential information and trade secrets
UAE Cyber Crime Law (Federal Law No. 5 of 2012): Addresses confidentiality and privacy in digital contexts, including penalties for unauthorized disclosure of electronic information
UAE Labor Law (Federal Law No. 8 of 1980): Relevant for employee-related confidentiality obligations and workplace privacy requirements
Data Protection Law DIFC Law No. 5 of 2020: Though specific to Dubai International Financial Centre, provides important guidelines for handling personal and sensitive data
UAE Copyright Law (Federal Law No. 7 of 2002): Protects confidential information that may constitute intellectual property
Federal Law No. 2 of 2019 on the Use of ICT in Healthcare: Specific provisions for protecting healthcare-related confidential information and data privacy in the medical sector
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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