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Non Disclosure And Non Solicitation Agreement

Non Disclosure And Non Solicitation Agreement Template for United Arab Emirates

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Non Disclosure And Non Solicitation Agreement

"I need a Non Disclosure and Non Solicitation Agreement for our UAE-based technology startup entering into merger discussions with a potential acquirer, with special emphasis on protecting our source code and customer data, to be effective from March 2025."

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Document background
This Non Disclosure And Non Solicitation Agreement is designed for use in business relationships within the UAE jurisdiction where parties need to protect sensitive information and prevent competitive interference. The document is particularly relevant in scenarios involving business negotiations, partnerships, employment relationships, or any situation where confidential information needs to be shared. It incorporates provisions compliant with UAE Federal laws, including data protection regulations and labor laws, making it suitable for both UAE mainland and free zone operations. The agreement includes comprehensive definitions of confidential information, specific non-solicitation provisions, and clear enforcement mechanisms, all structured to be enforceable under UAE law. It's commonly used in business transactions, potential partnerships, employment relationships, and consulting arrangements where protection of business interests is paramount.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses

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

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Solicitation', and other relevant terms

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and the extent of protection

5. Confidentiality Obligations: Specific obligations regarding the handling, storage, and protection of confidential information

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

7. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, or business relationships

8. Duration: Time period for both confidentiality and non-solicitation obligations

9. Return of Confidential Information: Obligations regarding the return or destruction of confidential information

10. Security Measures: Required security measures for protecting confidential information

11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

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

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

Optional Sections

1. Data Protection Compliance: Additional provisions for compliance with UAE data protection laws, required when personal data is involved

2. Digital Security Measures: Specific provisions for digital security when confidential information is stored or transmitted electronically

3. Third Party Rights: Provisions regarding the rights of third parties, needed when third party information is involved

4. Specific Industry Compliance: Additional compliance requirements for specific industries (e.g., healthcare, financial services)

5. Free Zone Specific Provisions: Additional provisions required when either party operates in a UAE free zone

6. Assignment and Succession: Provisions regarding the transfer of rights and obligations, needed for corporate entities

7. Survival Clauses: Specific provisions that survive termination of the agreement, recommended for long-term protection

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list of specific confidential information covered by the agreement

2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive confidential information

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

4. Schedule 4 - Restricted Entities: List of specific entities or individuals covered by non-solicitation provisions

5. Appendix A - Data Handling Procedures: Specific procedures for handling, storing, and disposing of confidential information

6. Appendix B - Incident Response Plan: Procedures to follow in case of unauthorized disclosure or security breach

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions








































Clauses



























Relevant Industries

Technology

Financial Services

Healthcare

Professional Services

Manufacturing

Real Estate

Construction

Energy

Telecommunications

Media and Entertainment

Retail

Education

Aviation

Hospitality

Logistics

Consulting

Pharmaceuticals

E-commerce

Defense

Maritime

Relevant Teams

Legal

Human Resources

Executive Leadership

Business Development

Information Technology

Research and Development

Operations

Finance

Procurement

Sales

Marketing

Strategy

Compliance

Information Security

Project Management

Product Development

Customer Relations

Investment

Quality Assurance

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Human Resources Director

Business Development Manager

Project Manager

Chief Technology Officer

Chief Financial Officer

Operations Manager

Procurement Manager

Research and Development Director

Sales Director

Investment Manager

Strategy Consultant

Technical Consultant

Department Head

Senior Engineer

Product Manager

Account Manager

Compliance Officer

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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