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Vendor NDA

Vendor NDA Template for United Arab Emirates

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Key Requirements PROMPT example:

Vendor NDA

"I need a Vendor NDA under UAE law for my technology company based in Dubai, to be used with software development contractors who will have access to our source code and client data starting March 2025."

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Document background
This Vendor NDA template is specifically designed for use in the United Arab Emirates, incorporating requirements from UAE Federal Laws and commercial practices. It should be used when engaging with vendors, suppliers, or service providers who will need access to confidential business information, trade secrets, or proprietary data. The document ensures compliance with UAE's strict confidentiality requirements while providing comprehensive protection for sensitive information shared during vendor relationships. It includes provisions for both civil remedies under UAE commercial law and acknowledges potential criminal penalties under UAE Penal Code for confidentiality breaches. The agreement is particularly relevant for businesses operating in UAE mainland or free zones, and can be adapted for both local and international vendor relationships.
Suggested Sections

1. Parties: Identification of the disclosing party (typically the company) and the receiving party (the vendor), including full legal names and registered addresses

2. Background: Brief context of the vendor relationship and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', 'Affiliate', and other relevant definitions

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions, security measures, and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, and as required by law

7. Term and Survival: Duration of the agreement and survival of obligations after termination

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Remedies: Legal remedies available in case of breach, including injunctive relief and damages

10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Intellectual Property Rights: Additional provisions protecting IP rights when the confidential information includes IP - recommended when sharing technical information or trade secrets

2. Data Protection Compliance: Specific provisions for handling personal data - required when confidential information includes personal data

3. Digital Security Measures: Specific requirements for protecting digital information - recommended when sharing electronic data or providing system access

4. Non-Solicitation: Restrictions on soliciting employees or customers - useful in longer-term vendor relationships

5. Competitive Restrictions: Additional restrictions on competitive activities - consider when vendor has access to highly sensitive commercial information

6. Force Majeure: Provisions for unforeseen circumstances - optional but recommended given potential global disruptions

7. Anti-Bribery and Corruption: Compliance with anti-corruption laws - recommended for high-value or government-related contracts

Suggested Schedules

1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific purpose for which confidential information may be used

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed when handling confidential information

4. Appendix A - Types of Confidential Information: Detailed categorization of different types of confidential information covered

5. Appendix B - Return/Destruction Certificate: Template certificate 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 legal definitions
Confidential Information
Permitted Purpose
Authorized Representatives
Affiliate
Disclosing Party
Receiving Party
Agreement
Business Day
Confidentiality Period
Effective Date
Group
Representatives
Third Party
Permitted Disclosees
Trade Secrets
Proprietary Information
Intellectual Property Rights
Personal Data
Digital Information
Security Protocols
Vendor Services
Material Breach
Competitive Business
Confidentiality Obligations
Force Majeure Event
Jurisdiction
Governing Law
Related Parties
Subsidiary
Term
Working Hours
Damages
Losses
Compliance Laws
Data Protection Laws
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Real Estate

Construction

Professional Services

Retail

Energy

Telecommunications

Defense

Education

Transportation

Hospitality

Media and Entertainment

Relevant Teams

Legal

Procurement

Vendor Management

Operations

Risk and Compliance

Information Technology

Finance

Supply Chain

Commercial

Security

Administration

Relevant Roles

Chief Procurement Officer

Procurement Manager

Vendor Relations Manager

Legal Counsel

Contracts Manager

Commercial Director

Chief Legal Officer

Supply Chain Manager

Operations Director

Project Manager

Risk Manager

Compliance Officer

Chief Financial Officer

IT Security Manager

Business Development Manager

Industries
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Governs commercial transactions and business relationships between parties, providing the framework for commercial contracts including confidentiality obligations
UAE Federal Law No. 5 of 1985 (Civil Transactions Law): Provides the general principles of contract law and obligations between parties, including the basic requirements for valid contracts and remedies for breach
UAE Federal Law No. 31 of 2021 (UAE Copyright Law): Protects intellectual property rights and confidential information, particularly relevant for NDAs involving technical information or trade secrets
UAE Federal Law No. 2 of 2015 (Commercial Companies Law): Relevant for vendor relationships and corporate governance, including provisions about disclosure and confidentiality obligations
UAE Federal Law No. 3 of 1987 (Penal Code): Contains provisions regarding the criminal aspects of breaching confidentiality and disclosing trade secrets
UAE Federal Law No. 2 of 2019 (Cyber Crime Law): Important for NDAs covering digital information and electronic data protection, including penalties for unauthorized disclosure of confidential information through electronic means
DIFC Law No. 5 of 2020 (Data Protection Law): While specific to Dubai International Financial Centre, it provides important guidelines for handling personal and confidential data that might be relevant for vendors operating in or through the DIFC
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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