Data Room Confidentiality Agreement Template for United Arab Emirates

The Data Room Confidentiality Agreement serves as a critical legal framework for controlling access to sensitive business information during corporate transactions in the UAE. This document is essential when companies need to share confidential information through a virtual data room for purposes such as mergers and acquisitions, due diligence, fundraising, or strategic partnerships. The agreement must comply with UAE federal laws, including Federal Decree Law No. 45 of 2021 on data protection, Federal Law No. 5 of 2012 (Cybercrime Law), and relevant free zone regulations where applicable. It typically includes detailed provisions on access protocols, permitted uses, security measures, and confidentiality obligations, reflecting the UAE's strict approach to data protection and information security. The document is particularly relevant in the context of the UAE's growing role as a global business hub, where cross-border transactions and international business dealings are common.

1. Parties: Identification of the disclosing party (typically the data room provider/company), the receiving party (potential investor/buyer), and any authorized representatives

2. Background: Context of the data room setup, purpose of the disclosure (e.g., due diligence, potential transaction), and general framework of the arrangement

3. Definitions: Key terms including Confidential Information, Data Room, Authorized Users, Permitted Purpose, Representatives, and other relevant definitions

4. Access to the Data Room: Terms and conditions for accessing the virtual data room, including authentication procedures and access limitations

5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information accessed through the data room

6. Permitted Use: Specific purposes for which the confidential information may be used and explicit restrictions on unauthorized uses

7. Security Measures: Required technical and organizational measures to protect the confidential information accessed through the data room

8. Representatives and Authorized Users: Provisions regarding who may access the data room and the receiving party's responsibility for their compliance

9. Return or Destruction of Confidential Information: Requirements for handling confidential information after data room access ends or upon request

10. Term and Termination: Duration of the agreement and circumstances under which access may be terminated

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

12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments