Confidentiality And Intellectual Property Agreement for United Arab Emirates

Confidentiality And Intellectual Property Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that combines confidentiality obligations with intellectual property protection provisions. This document establishes the framework for protecting sensitive information and intellectual property rights between parties, ensuring compliance with UAE federal laws including Federal Law No. 36 of 2021 and related IP legislation. The agreement covers the definition, handling, and protection of confidential information while also addressing the ownership, assignment, and licensing of intellectual property rights, making it particularly suitable for business relationships involving sensitive information exchange and potential IP creation.

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What is a Confidentiality And Intellectual Property Agreement?

The Confidentiality and Intellectual Property Agreement is essential for business relationships in the UAE where parties need to protect sensitive information while also managing intellectual property rights. This document is particularly relevant when parties are engaging in discussions, collaborations, or business relationships that involve sharing confidential information and potentially creating or transferring intellectual property rights. It ensures compliance with UAE federal laws, including Federal Law No. 36 of 2021 on Trademarks, Federal Law No. 11 of 2008 on Patents, and related legislation. The agreement is commonly used in technology transfers, joint ventures, research collaborations, and business partnerships where protection of both confidential information and intellectual property is crucial. It provides comprehensive coverage of both confidentiality obligations and IP rights, making it more robust than a standard non-disclosure agreement.

What sections should be included in a Confidentiality And Intellectual Property Agreement?

1. Parties: Identification of the parties entering into the agreement, including full legal names, addresses, and registration details as per UAE requirements

2. Background: Context of the agreement, relationship between the parties, and purpose of sharing confidential information and/or creating intellectual property

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Intellectual Property Rights', 'Permitted Purpose', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

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

6. Intellectual Property Rights: Ownership, assignment, and licensing of existing and newly created intellectual property

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

8. Security Measures: Required security measures for protecting confidential information and intellectual property

9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Survival: Provisions that continue after termination of the agreement

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

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

What sections are optional to include in a Confidentiality And Intellectual Property Agreement?

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

2. Third Party Rights: Provisions regarding the rights of third parties when their intellectual property or confidential information may be involved

3. Export Control: Provisions for compliance with UAE export control regulations when technology or technical data is involved

4. Source Code Protection: Specific provisions for protecting software source code when software development is involved

5. Joint Development: Provisions for handling jointly developed intellectual property when collaborative development is anticipated

6. Non-Competition: Restrictions on competitive activities when relevant to protecting confidential information

7. Moral Rights: Provisions regarding moral rights in creative works when relevant to the intellectual property being protected

8. Government Rights: Provisions addressing government rights when working with government entities or on government contracts

What schedules should be included in a Confidentiality And Intellectual Property Agreement?

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

2. Schedule 2 - Existing Intellectual Property: Inventory of pre-existing intellectual property rights owned by each party

3. Schedule 3 - Security Requirements: Specific technical and organizational security measures required for protecting confidential information

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

5. Schedule 5 - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

6. Appendix A - Form of Non-Disclosure Agreement for Employees: Template NDA for employees or contractors who will have access to confidential information

7. Appendix B - Data Processing Requirements: Specific requirements for processing personal data if applicable

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

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Research & Development

Education

Professional Services

Defense & Security

Telecommunications

Biotechnology

Energy & Utilities

Media & Entertainment

Aerospace

Automotive

Pharmaceuticals

Artificial Intelligence & Machine Learning

Relevant Teams

Legal

Intellectual Property

Research & Development

Information Technology

Business Development

Compliance

Information Security

Corporate Strategy

Innovation

Product Development

Data Protection

Risk Management

Commercial Operations

Technical Operations

Partnership Management

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Legal Officer

General Counsel

Legal Director

Intellectual Property Manager

Research Director

Development Manager

Business Development Director

Innovation Manager

Project Manager

Contract Manager

Technology Transfer Officer

Research Scientist

Software Development Manager

Product Manager

Information Security Officer

Data Protection Officer

Compliance Manager

Partnership Manager

Industries
Federal Law No. 36 of 2021 on Trademarks: The new trademark law that provides comprehensive protection for trademarks, trade names, and other distinctive business identifiers that might be included in confidential information
Federal Law No. 11 of 2008 (and its amendments): The primary legislation governing patents, industrial designs, and protection of industrial property rights in the UAE
Federal Law No. 7 of 2002 on Copyrights and Related Rights: Governs copyright protection which is crucial for protecting original works, software, databases, and other intellectual property that might be shared under the agreement
UAE Civil Code (Federal Law No. 5 of 1985): Contains general principles of contract law and obligations, including provisions related to confidentiality obligations and good faith in commercial dealings
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Regulates commercial transactions and includes provisions about trade secrets and commercial confidentiality
Federal Decree-Law No. 45 of 2021 on Personal Data Protection: Addresses data protection requirements and obligations when handling personal information that might be part of the confidential information
Federal Law No. 2 of 2019 on the Use of ICT in Healthcare: Relevant if the confidential information includes health-related data or healthcare technology innovations
Federal Law No. 5 of 2012 on Combating Cyber Crimes: Important for provisions related to electronic storage and transmission of confidential information and intellectual property
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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