The Non-Circumvention, Non-Disclosure & Working Agreement is essential for businesses operating in Saudi Arabia who need to protect their interests while engaging in collaborative ventures or sensitive negotiations. This document is particularly relevant when parties need to share confidential information, protect business relationships, and establish clear working parameters under Saudi jurisdiction. It combines protective measures against circumvention of business relationships, comprehensive confidentiality obligations, and detailed working terms, all while ensuring compliance with Saudi Arabian commercial laws and regulations. The agreement is commonly used in situations involving business introductions, joint ventures, consulting arrangements, or any scenario where parties need to share sensitive information while protecting their business interests. The document structure reflects both local legal requirements and international business practices, making it suitable for both domestic and international business relationships within the Saudi market.
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1. Parties: Identification and details of all parties entering into the agreement, including their legal status and authority to contract
2. Background: Context of the agreement, business relationship, and purpose of entering into this arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Confidential Information, Circumvention, Business Opportunity, etc.
4. Confidentiality Obligations: Detailed provisions regarding the protection, use, and handling of confidential information
5. Non-Circumvention Provisions: Terms preventing parties from bypassing each other in business dealings and protecting business relationships
6. Working Relationship Terms: Framework for the business relationship, including roles, responsibilities, and scope of work
7. Term and Termination: Duration of the agreement and conditions for termination
8. Compensation and Payment Terms: Financial arrangements, payment schedules, and compensation structure
9. Intellectual Property Rights: Protection and ownership of IP rights during the collaboration
10. Representations and Warranties: Statements of fact and promises made by each party
11. Breach and Remedies: Consequences of breach and available remedies under Saudi law
12. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction for disputes
13. General Provisions: Standard clauses including notices, amendments, assignment, and severability
1. Force Majeure: Include when parties want specific provisions for unforeseen circumstances preventing performance
2. Non-Solicitation: Add when there's a need to prevent hiring of each other's employees or contractors
3. Insurance Requirements: Include when specific insurance coverage is required for the working relationship
4. Data Protection: Add when handling personal or sensitive electronic data is part of the relationship
5. Shariah Compliance: Include when parties specifically require adherence to Islamic financial principles
6. Dispute Resolution: Add when parties want specific arbitration or mediation procedures before court litigation
7. Training and Support: Include when the working relationship involves knowledge transfer or ongoing support
1. Schedule 1: Scope of Work: Detailed description of services, deliverables, and project specifications
2. Schedule 2: Fee Schedule: Detailed breakdown of fees, commissions, and payment terms
3. Schedule 3: Authorized Representatives: List of individuals authorized to share/receive confidential information
4. Schedule 4: Confidential Information: Specific listing of what constitutes confidential information
5. Schedule 5: Protected Relationships: List of specific business relationships protected under non-circumvention
6. Schedule 6: Reporting Requirements: Templates and schedules for required business reports
7. Appendix A: Communication Protocols: Procedures for sharing confidential information and regular communications
8. Appendix B: Security Measures: Required security protocols for handling confidential information
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Real Estate
Oil & Gas
Manufacturing
Professional Services
Healthcare
Construction
Trading & Distribution
Renewable Energy
Defense & Security
Telecommunications
Mining & Minerals
Education & Training
Relevant Teams
Legal
Business Development
Executive Leadership
Commercial Operations
Project Management
Investment
Operations
Finance
Strategic Planning
Compliance
Sales
Technical Operations
Risk Management
Corporate Development
Relevant Roles
Chief Executive Officer
Business Development Manager
Legal Counsel
Commercial Director
Project Manager
Investment Manager
Operations Director
Finance Director
Strategic Partnership Manager
Contract Manager
Compliance Officer
Managing Director
Sales Director
Technical Director
Chief Operating Officer
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