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Independent Contractor Non Disclosure Agreement

Independent Contractor Non Disclosure Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Independent Contractor Non Disclosure Agreement

"I need an Independent Contractor Non Disclosure Agreement for a software development consultant who will be accessing our proprietary trading algorithms and customer database while working on our fintech platform from January 2025 to December 2025; the agreement must include strong data protection provisions and specify UAE DIFC jurisdiction."

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Document background
This Independent Contractor Non Disclosure Agreement is designed for use in the United Arab Emirates when engaging external service providers or consultants who will have access to confidential information during their engagement. The document serves a dual purpose: establishing the independent contractor relationship while protecting sensitive business information, trade secrets, and intellectual property. It is particularly relevant in the UAE's dynamic business environment where companies frequently engage specialized contractors while needing to maintain confidentiality in accordance with UAE Federal Laws. The agreement includes provisions for data protection, intellectual property rights, and clear delineation of the contractor's status to ensure compliance with UAE labor laws and commercial regulations. It's suitable for both short-term project-based engagements and longer-term consulting relationships where confidentiality is crucial.
Suggested Sections

1. Parties: Identification of the parties, including full legal names, addresses, and registration details if applicable

2. Background: Context of the relationship and purpose of the agreement

3. Definitions: Detailed definitions of key terms, including 'Confidential Information', 'Services', and 'Trade Secrets'

4. Scope of Services: Description of the independent contractor relationship and services to be provided

5. Independent Contractor Status: Clear statement of independent contractor status and not employment relationship

6. Confidentiality Obligations: Core confidentiality provisions, including scope of protected information and duration

7. Use of Confidential Information: Permitted uses and restrictions on the use of confidential information

8. Return of Confidential Information: Requirements for returning or destroying confidential information

9. Intellectual Property Rights: Ownership and protection of intellectual property related to confidential information

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

11. Breach and Remedies: Consequences of breach and available remedies

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

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Data Protection: Required if personal data processing is involved, particularly relevant for DIFC operations

2. Non-Competition: Optional restrictions on competitive activities, if relevant to the relationship

3. Non-Solicitation: Optional restrictions on soliciting employees or clients

4. Security Measures: Specific security protocols for handling confidential information, if required

5. Dispute Resolution: Alternative dispute resolution procedures if parties prefer arbitration or mediation

6. Insurance Requirements: Professional liability insurance requirements if relevant to the services

7. Subcontractors: Provisions regarding the use and obligations of subcontractors if permitted

8. Force Majeure: Provisions for unforeseen circumstances preventing performance

Suggested Schedules

1. Schedule 1 - Description of Services: Detailed scope of services to be provided by the independent contractor

2. Schedule 2 - Confidential Information: Specific categories and examples of confidential information covered

3. Schedule 3 - Fees and Payment Terms: Compensation details and payment schedule for services

4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive or handle confidential information

5. Appendix A - Security Protocols: Specific security measures and procedures for handling confidential information

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 Industries

Technology

Financial Services

Professional Services

Healthcare

Real Estate & Construction

Media & Entertainment

Education

Manufacturing

Energy & Resources

Retail & E-commerce

Telecommunications

Consulting

Research & Development

Digital Marketing

Architecture & Design

Relevant Teams

Legal

Human Resources

Procurement

Operations

Information Technology

Finance

Business Development

Risk & Compliance

Research & Development

Project Management Office

Administrative Services

Intellectual Property

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

HR Director

Procurement Manager

Project Manager

Operations Director

IT Manager

Finance Director

Business Development Manager

Department Head

Contract Administrator

Risk Manager

Compliance Officer

Technical Director

Research Director

Industries
UAE Federal Law No. 5 of 1985 (Civil Code): Governs contractual relationships and general obligations between parties, including principles of confidentiality and good faith in commercial dealings
UAE Federal Law No. 33 of 2021 (Labor Law): Provides context for distinguishing between employment and independent contractor relationships, crucial for proper contract classification
UAE Federal Law No. 31 of 2006 (Industrial Property Law): Covers protection of trade secrets and confidential information in commercial relationships
UAE Federal Law No. 45 of 2021 (Protection of Personal Data): Regulates the processing and protection of personal data, which may be relevant for NDAs involving personal information
UAE Federal Law No. 7 of 2002 (Copyright Law): Relevant for NDAs covering intellectual property and confidential works that may be protected by copyright
DIFC Law No. 5 of 2020: Data Protection Law specific to Dubai International Financial Centre, relevant if either party operates in DIFC
UAE Federal Law No. 4 of 2012 (Competition Law): Relevant for ensuring non-disclosure provisions don't violate competition regulations
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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