Software Non Disclosure Agreement

Software Non Disclosure Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

"I need a Software Non Disclosure Agreement for my Dubai-based AI development company to protect our proprietary algorithms and source code while working with an international consulting firm on a machine learning project starting March 2025."

Document background

This Software Non Disclosure Agreement is essential for any business in the UAE engaging in software-related transactions or sharing sensitive technical information. The document is structured to comply with UAE federal laws and regulations, particularly addressing the unique aspects of software confidentiality in the digital age. It is commonly used when discussing software development projects, sharing source code, exploring technology partnerships, or during software procurement processes. The agreement incorporates specific provisions required by UAE law regarding data protection, intellectual property rights, and cybersecurity, while addressing the technical nature of software-related confidential information. It's particularly relevant for companies operating in UAE mainland and free zones, and can be adapted for both local and international technology transactions.

Suggested Sections

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

2. Background: Context of the relationship between parties and purpose of sharing confidential information related to the software

3. Definitions: Detailed definitions including 'Confidential Information', 'Software', 'Source Code', 'Documentation', and other key terms specific to software

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, specifically addressing software components, algorithms, architecture, and related materials

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

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

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

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

9. Term and Survival: Duration of the agreement and survival of confidentiality obligations

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

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

Optional Sections

1. Source Code Protection: Additional provisions specifically for source code protection, used when source code access is involved

2. Third Party Disclosure: Provisions for sharing with third party contractors or service providers, used when third party access is anticipated

3. Cloud Storage and Processing: Specific provisions for cloud-based storage or processing of confidential information, used when cloud services are involved

4. Development Rights: Provisions regarding development of derivative works or improvements, used when development activities are contemplated

5. Data Protection Compliance: Specific provisions for compliance with UAE data protection laws, used when personal data is involved

6. Export Control: Provisions regarding export control regulations, used when international transfer of technology is involved

7. Reverse Engineering: Specific prohibitions on reverse engineering software, used when protecting proprietary software architecture is crucial

Suggested Schedules

1. Schedule 1 - Confidential Information Description: Detailed list and description of specific software components, documentation, and materials covered by the NDA

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

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

4. Schedule 4 - Return/Destruction Certification Form: Template for certifying the return or destruction of confidential information

5. Appendix A - Technical Specifications: Detailed technical specifications of the software components covered by the NDA

6. Appendix B - Handling Procedures: Specific procedures for handling different types of 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

Relevant legal definitions

Clauses

Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare Technology

E-commerce

Telecommunications

Government & Public Sector

Education Technology

Manufacturing Technology

Artificial Intelligence & Machine Learning

Cybersecurity

Cloud Services

Digital Entertainment

Smart City Solutions

Defense Technology

Relevant Teams

Legal

Information Technology

Software Development

Information Security

Procurement

Compliance

Research & Development

Product Development

Operations

Business Development

Solutions Architecture

Project Management Office

Technical Operations

Risk Management

Vendor Management

Relevant Roles

Chief Technology Officer

Software Development Manager

IT Director

Legal Counsel

Procurement Manager

Software Engineer

Systems Architect

Project Manager

Information Security Officer

Business Development Manager

Technical Solutions Architect

Product Owner

Compliance Officer

Operations Director

Contract Manager

Technology Consultant

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