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Mutual Non Circumvention Non Disclosure Agreement
"I need a Mutual Non Circumvention Non Disclosure Agreement for a potential joint venture between my UAE-based technology company and a European software developer, with strong IP protection clauses and specific provisions for source code protection, to be effective from March 2025."
1. Parties: Identification of all parties to the agreement with full legal names and addresses
2. Background: Context of the agreement and general purpose for entering into the NCNDA
3. Definitions: Definitions of key terms including 'Confidential Information', 'Business Opportunity', 'Circumvention', and other relevant terms
4. Non-Disclosure Obligations: Detailed obligations regarding the protection and non-disclosure of confidential information
5. Non-Circumvention Obligations: Obligations regarding not circumventing the other party in business dealings and opportunities
6. Term and Termination: Duration of the agreement and circumstances for termination
7. Permitted Disclosures: Circumstances under which confidential information may be disclosed
8. Return of Confidential Information: Obligations regarding the return or destruction of confidential information
9. Remedies: Legal remedies available in case of breach, including injunctive relief
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses adapted for UAE law including severability, entire agreement, etc.
1. Specific Business Opportunity: Used when the NCNDA relates to a specific business opportunity rather than general business discussions
2. Intellectual Property Rights: Used when specific IP rights need to be protected beyond general confidential information
3. International Provisions: Used when parties are from different jurisdictions or business involves cross-border elements
4. Data Protection: Used when personal data or sensitive electronic data is involved, incorporating UAE data protection law requirements
5. Industry-Specific Provisions: Used when specific industry regulations or requirements need to be addressed
6. Shariah Compliance: Used when parties specifically require Shariah-compliant provisions
7. Duration of Obligations: Used when specific obligations need different duration periods
8. Authorized Representatives: Used when specific individuals need to be designated for handling confidential information
1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Business Opportunity: Description of specific business opportunity if applicable
3. Schedule 3 - Authorized Representatives: List of authorized representatives and their contact details
4. Schedule 4 - Security Procedures: Specific procedures for handling and protecting confidential information
5. Appendix A - Acknowledgment Form: Form for additional parties or representatives to acknowledge the NCNDA
6. Appendix B - Destruction Certificate: Template certificate for confirming destruction of confidential information
Authors
Affiliate
Authorized Representative
Business Opportunity
Business Purpose
Circumvention
Confidential Information
Disclosing Party
Effective Date
Group
Intellectual Property Rights
Non-Public Information
Permitted Purpose
Proprietary Information
Receiving Party
Related Persons
Representatives
Restricted Period
Trade Secrets
Confidential Materials
Business Contact
Business Relationship
Commercial Opportunity
Controlled Entity
Direct Communication
Electronic Data
Financial Information
Intermediary
Material Breach
Parent Company
Protected Information
Subsidiary
Technical Information
Third Party
Working Day
Non-Circumvention
Confidentiality
Term and Duration
Permitted Disclosures
Obligations
Exceptions
Return of Information
Remedies
Injunctive Relief
Indemnification
Governing Law
Jurisdiction
Assignment
Notices
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Costs
Third Party Rights
Counterparts
Authority
Data Protection
Electronic Communications
Survival
Relationship of Parties
Announcements
Compliance with Laws
Technology
Financial Services
Real Estate
Manufacturing
Healthcare
Energy
Construction
Professional Services
Trading
Telecommunications
Education
Hospitality
Maritime
Aviation
Retail
Legal
Business Development
Executive Leadership
Operations
Finance
Sales
Procurement
Research & Development
Strategy
Commercial
Information Technology
Corporate Development
Risk Management
Compliance
Project Management
Chief Executive Officer
Managing Director
Business Development Manager
Legal Counsel
Chief Financial Officer
Operations Director
Project Manager
Procurement Manager
Sales Director
Strategic Partnership Manager
Investment Manager
Commercial Director
Contracts Manager
Research & Development Director
Chief Technology Officer
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