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Vendor Non Disclosure Agreement

Vendor Non Disclosure Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Vendor Non Disclosure Agreement

"I need a Vendor Non Disclosure Agreement for use with a technology service provider who will have access to our customer database and proprietary software code, with the agreement starting from March 2025 and lasting for 3 years."

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Document background
This Vendor Non Disclosure Agreement is essential for businesses operating in the UAE who need to share confidential information with their vendors, suppliers, or service providers. It is specifically drafted to comply with UAE Federal Laws, including the Civil Code (Federal Law No. 5 of 1985) and Commercial Transactions Law (Federal Law No. 18 of 1993), while incorporating international best practices for information protection. The agreement is particularly relevant for companies engaging with vendors who will have access to sensitive business information, trade secrets, technical data, or proprietary information. It includes comprehensive provisions for protecting both traditional and digital forms of confidential information, with specific consideration for UAE's legal framework regarding data protection and cybersecurity laws. The document is structured to be enforceable in UAE courts and includes appropriate remedies available under local law.
Suggested Sections

1. Parties: Identification of the disclosing party (company) and receiving party (vendor), including full legal names, addresses, and registration details as required under 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 Confidential Information: Comprehensive description of what constitutes confidential information, including both physical and electronic forms

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection requirements

6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized representatives or as required by law

7. Security Measures: Specific security protocols required for protecting confidential information

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

9. Term and Survival: Duration of the agreement and survival of obligations post-termination

10. Breach and Remedies: Consequences of breach, including available remedies under UAE law

11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for dispute resolution

Optional Sections

1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes intellectual property - used when dealing with technical vendors

2. Data Protection Compliance: Specific provisions for compliance with UAE data protection requirements - used when personal data is involved

3. Electronic Information Security: Additional provisions for digital information security - used when sharing electronic data or providing system access

4. Export Control: Provisions regarding export control regulations - used when dealing with international vendors

5. Translation Clause: Provisions regarding Arabic translation and prevailing language - used when vendor is non-Arabic speaking

6. Force Majeure: Provisions for unforeseen circumstances affecting compliance - used in long-term vendor relationships

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list of specific categories or items of confidential information covered

2. Schedule 2 - Authorized Representatives: List of authorized personnel who may access confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and procedures to be followed

4. Appendix A - Form of Acknowledgment: Template for authorized representatives to acknowledge confidentiality obligations

5. Appendix B - Data Destruction Certificate: Template for certifying 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 Industries

Technology

Financial Services

Real Estate

Healthcare

Manufacturing

Oil & Gas

Construction

Retail

Professional Services

Telecommunications

Hospitality

Aviation

Maritime

Education

Media & Entertainment

Relevant Teams

Legal

Procurement

Information Technology

Information Security

Operations

Supply Chain

Risk & Compliance

Finance

Project Management

Vendor Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Procurement Manager

Vendor Relations Manager

Contract Manager

Chief Information Officer

Information Security Officer

Chief Technology Officer

Project Manager

Operations Director

Supply Chain Manager

Chief Financial Officer

Risk Manager

Compliance Officer

Industries
UAE Federal Law No. 5 of 1985 (Civil Code): Governs contractual obligations, validity requirements, and general principles of contracts including good faith dealings and enforcement of confidentiality provisions
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Regulates commercial transactions and business relationships between parties, including provisions related to commercial contracts and business confidentiality
UAE Federal Law No. 3 of 1987 (Penal Code): Contains provisions for criminal penalties related to disclosure of confidential information and trade secrets
Federal Law No. 5 of 2012 (Cybercrime Law): Addresses protection of electronic data and information systems, including penalties for unauthorized disclosure of confidential information through digital means
Federal Law No. 2 of 2015 (Commercial Companies Law): Provides framework for business entities and their obligations regarding confidential information and trade secrets
UAE Constitution of 1971: Establishes the fundamental legal framework and judicial authority for enforcing contracts and legal obligations in the UAE
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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