Two Way Non Disclosure Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

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."

Document background
This Two Way Non Disclosure Agreement is essential for business relationships in the UAE where parties need to share sensitive information while ensuring mutual protection. The document is particularly relevant when entering into discussions about potential partnerships, joint ventures, or business transactions where confidential information needs to be exchanged. It complies with UAE Federal Law No. 44 of 2021 and other relevant UAE legislation, including specific provisions for data protection, trade secrets, and commercial relationships. The agreement is structured to provide equal protection to both parties, with clear definitions of confidential information, permitted uses, and obligations for information security. It includes specific provisions required under UAE law regarding data handling, storage, and processing, making it suitable for both domestic UAE transactions and international business relationships where UAE law governs.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant Industries

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

Relevant Teams

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

Relevant Roles

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

Industries
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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