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Two Way Non Disclosure Agreement
"I need a Two Way Non Disclosure Agreement governed by UAE law for a technology partnership between my Dubai-based AI company and a German software developer, with specific provisions for source code protection and cross-border data transfers."
1. Parties: Identification of both parties entering into the NDA, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement and purpose for sharing confidential information
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Affiliates'
4. Scope of Confidentiality: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core mutual obligations regarding the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Data Protection and Security: Specific measures required to protect confidential information in accordance with UAE Data Protection Law
8. Term and Survival: Duration of the agreement and provisions that survive termination
9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
10. Remedies: Available remedies in case of breach, including injunctive relief and damages
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Intellectual Property Rights: Section clarifying ownership and protection of IP rights when confidential information includes IP - used when sharing technical information or trade secrets
2. Data Export Restrictions: Special provisions regarding cross-border data transfers - required when parties are in different jurisdictions
3. Digital Security Measures: Specific technical requirements for protecting digital information - used when sharing electronic data or providing system access
4. Competing Activities: Non-compete provisions - included when sharing business-sensitive information that could be used competitively
5. Force Majeure: Provisions for unforeseen circumstances affecting confidentiality obligations - particularly relevant in long-term NDAs
6. DIFC Compliance: Additional provisions for DIFC compliance - required when either party operates within the DIFC
1. Schedule 1 - Specified Purpose: Detailed description of the permitted purpose for which confidential information may be used
2. Schedule 2 - Categories of Confidential Information: Specific listing of types of confidential information covered by the agreement
3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
4. Schedule 4 - Security Protocols: Detailed security measures and protocols for handling confidential information
5. Appendix A - Data Processing Requirements: Specific requirements for data processing in compliance with UAE Data Protection Law
Authors
Agreement
Authorized Personnel
Business Day
Business Purpose
Confidential Information
Controller
Data Protection Laws
Derivative Materials
Disclosing Party
Effective Date
Force Majeure Event
Group Company
Intellectual Property Rights
Notice
Party/Parties
Permitted Purpose
Personal Data
Processor
Professional Advisers
Recipient
Receiving Party
Representatives
Security Breach
Subsidiary
Term
Third Party
Trade Secrets
UAE
Working Hours
Permitted Use
Information Protection
Data Protection
Term and Duration
Return of Information
Permitted Disclosures
Exceptions to Confidentiality
Security Measures
Data Processing
Breach Notification
Remedies
Injunctive Relief
Indemnification
Governing Law
Jurisdiction
Assignment
Severability
Entire Agreement
Amendment
Notices
Counterparts
Third Party Rights
Force Majeure
Survival
Costs
Waiver
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Real Estate
Energy and Utilities
Telecommunications
Education
Media and Entertainment
Construction
Retail
Logistics and Transportation
Aerospace and Defense
Biotechnology
Legal
Business Development
Executive Leadership
Research and Development
Human Resources
Information Technology
Finance
Operations
Procurement
Corporate Strategy
Mergers and Acquisitions
Innovation
Commercial Operations
Partnership Management
Chief Executive Officer
Managing Director
Business Development Manager
Legal Counsel
Corporate Lawyer
Chief Technology Officer
Chief Financial Officer
Project Manager
Research and Development Director
Human Resources Director
Operations Manager
Procurement Manager
Investment Manager
Strategy Consultant
Commercial Director
Partnership Manager
Innovation Director
Merger & Acquisition Specialist
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