Mutual Confidentiality And Non Disclosure Agreement Template

Mutual Confidentiality And Non Disclosure Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

"I need a Mutual Confidentiality And Non Disclosure Agreement Template for a technology partnership between my Dubai-based AI software company and a European tech firm, with specific provisions for protecting source code and algorithmic data, to be effective from March 2025."

Document background

The Mutual Confidentiality And Non Disclosure Agreement Template is a critical legal document designed for use in the United Arab Emirates when parties need to share sensitive business or technical information. This template is specifically crafted to comply with UAE federal laws, including the UAE Civil Code, Commercial Transactions Law, and recent data protection regulations. It is commonly used during business negotiations, joint ventures, potential partnerships, or any situation where confidential information needs to be shared between parties. The document includes comprehensive provisions for protecting trade secrets, technical data, business strategies, and personal data, with specific consideration for UAE legal requirements regarding enforcement and remedies. It is suitable for use by both UAE-based entities and international organizations doing business in the UAE, including mainland and free zone companies.

Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details as required under UAE law

2. Background: Context of the agreement, relationship between the parties, and purpose of sharing confidential information

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and explicit exclusions

5. Obligations of Confidentiality: Core obligations regarding the protection, use, and non-disclosure of confidential information

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

7. Security Measures: Specific security measures required to protect confidential information, including digital security requirements under UAE cyber laws

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

9. Term and Survival: Duration of the agreement and which obligations survive termination

10. Breach and Remedies: Consequences of breach, including remedies and acknowledgment of injunctive relief

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

12. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Data Protection Compliance: Additional provisions for compliance with UAE Federal Decree-Law No. 45 of 2021 when personal data is involved

2. DIFC Specific Provisions: Additional provisions when one or more parties are based in DIFC or activities fall under DIFC jurisdiction

3. Intellectual Property Rights: Specific provisions regarding IP rights when confidential information includes intellectual property

4. Non-Solicitation: Provisions preventing parties from soliciting each other's employees or clients

5. Export Control: Provisions regarding compliance with UAE export control laws when applicable

6. Force Majeure: Provisions for unforeseen circumstances affecting the ability to maintain confidentiality

7. Language Precedence: Required when the agreement is bilingual, specifying which language version prevails

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 - Categories of Confidential Information: Specific listing of types or categories of confidential information covered

3. Schedule 3 - Security Protocols: Detailed security measures and protocols required for protecting confidential information

4. Schedule 4 - Authorized Representatives: List of authorized representatives who may receive confidential information

5. Appendix A - Form of Acknowledgment: Template acknowledgment form for representatives who will have access to confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

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