Information Technology Non Disclosure Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Information Technology Non Disclosure Agreement

"I need an Information Technology Non Disclosure Agreement for a cloud software development project where my UAE-based company will be sharing sensitive API documentation and source code with an external development contractor starting March 2025."

Document background

The Information Technology Non Disclosure Agreement is essential for technology-related business relationships in the UAE, where parties need to share sensitive technical information, source code, system architectures, or other proprietary technology assets. This document is particularly relevant given the UAE's growing position as a regional technology hub and its comprehensive legal framework for data protection and digital business. The agreement ensures compliance with UAE Federal Decree-Law No. 45 of 2021 and related regulations while protecting valuable intellectual property and trade secrets. It's commonly used in software development projects, IT consulting engagements, technology procurement, and system integration projects where confidential technical information needs to be shared between parties.

Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including registration details as required by UAE law

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

3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', 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, security measures, and handling requirements

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

7. Data Protection Compliance: Compliance with UAE Federal Decree-Law No. 45 of 2021 and related data protection requirements

8. Intellectual Property Rights: Confirmation that IP rights remain with the disclosing party

9. Return or Destruction of Confidential Information: Obligations regarding confidential information upon termination or request

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

11. Breach and Remedies: Consequences of breach and available remedies under UAE law

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

Optional Sections

1. Third Party Rights: Required when third parties may need access to confidential information

2. International Data Transfers: Required when confidential information may be transferred outside the UAE

3. Specific Industry Compliance: Required for regulated industries like healthcare or financial services

4. Source Code Protection: Required when software source code is part of the confidential information

5. Reverse Engineering Prohibition: Required for technical information or products that could be reverse engineered

6. Competing Projects: Required when parties may be involved in similar projects with competitors

7. Residual Knowledge: Optional clause addressing use of non-confidential knowledge retained in memory

Suggested Schedules

1. Schedule 1 - Categories of Confidential Information: Detailed list of types of confidential information covered

2. Schedule 2 - Security Requirements: Specific technical and organizational security measures required

3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive confidential information

4. Schedule 4 - Data Processing Requirements: Specific requirements for handling personal data under UAE law

5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings by employees or contractors

6. Appendix B - Security Breach Notification Procedure: Process for reporting and handling security breaches

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Information Technology

Financial Services

Healthcare

E-commerce

Telecommunications

Government and Public Sector

Education

Manufacturing

Professional Services

Real Estate

Energy

Media and Entertainment

Retail

Transportation and Logistics

Relevant Teams

Legal

Information Technology

Information Security

Procurement

Risk and Compliance

Research and Development

Product Development

Business Development

Operations

Data Protection

Corporate Security

Innovation

Relevant Roles

Chief Technology Officer

IT Director

Software Development Manager

Systems Architect

Project Manager

Information Security Officer

Legal Counsel

Procurement Manager

Business Development Manager

Solutions Architect

Technical Consultant

Product Manager

Data Protection Officer

Operations Manager

Contract Manager

Innovation Director

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