Confidentiality And Non Circumvention Agreement for United Arab Emirates

Confidentiality And Non Circumvention Agreement Template for United Arab Emirates

A comprehensive legal document governed by UAE law that establishes mutual obligations between parties to maintain confidentiality of sensitive information and prevent circumvention in business dealings. The agreement provides robust protection for trade secrets, proprietary information, and business opportunities while ensuring compliance with UAE federal laws, including Federal Law No. 31 of 2006 and Federal Decree Law No. 45 of 2021. It includes specific provisions for enforcement under UAE jurisdiction and remedies available under local law.

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What is a Confidentiality And Non Circumvention Agreement?

The Confidentiality And Non Circumvention Agreement is essential for businesses operating in the UAE who need to protect sensitive information during business negotiations, partnerships, or commercial discussions. This document is particularly relevant in the UAE's dynamic business environment, where international trade and complex commercial relationships are common. It combines standard confidentiality provisions with specific non-circumvention clauses to prevent parties from bypassing each other in business dealings. The agreement must comply with UAE federal laws regarding trade secrets, data protection, and commercial relationships, including specific requirements under UAE Federal Law No. 31 of 2006 and recent data protection regulations. It's commonly used in scenarios involving potential partnerships, joint ventures, investment opportunities, or any situation where valuable proprietary information needs to be shared while maintaining business relationship integrity.

What sections should be included in a Confidentiality And Non Circumvention Agreement?

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

2. Background: Context of the business relationship and purpose for sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Non-Circumvention', 'Permitted Purpose', 'Authorized Representatives', and other relevant definitions

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

5. Non-Circumvention Obligations: Obligations not to bypass or circumvent the disclosing party in business dealings

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

7. Security Measures: Required procedures and safeguards for protecting confidential information

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

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

10. Breach and Remedies: Consequences of breach and available remedies including 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, severability, and notices

What sections are optional to include in a Confidentiality And Non Circumvention Agreement?

1. Electronic Storage and Transmission: Additional provisions for handling digital information, recommended when significant electronic data is involved

2. Third Party Rights: Provisions regarding the rights of third parties, useful when third party beneficiaries are involved

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

4. Non-Solicitation: Restrictions on soliciting employees or clients, relevant in business partnership contexts

5. Intellectual Property Rights: Specific provisions regarding IP ownership and licenses, important when IP is part of the confidential information

6. Force Majeure: Provisions for unforeseen circumstances affecting performance, optional but recommended

7. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-value or high-risk information

8. Audit Rights: Rights to audit compliance with the agreement, useful for long-term or complex relationships

What schedules should be included in a Confidentiality And Non Circumvention Agreement?

1. Schedule 1 - Description of Confidential Information: Detailed categorization and description of the confidential information covered

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Permitted Purpose: Detailed description of the authorized uses of the confidential information

4. Schedule 4 - Security Protocols: Specific security measures and procedures to be followed

5. Schedule 5 - Return/Destruction Certificate: Form of certificate confirming return or destruction of confidential information

6. Appendix A - Standard Non-Disclosure Undertaking: Form of undertaking to be signed by authorized representatives or third parties

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 Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Energy

Professional Services

Telecommunications

Retail

Construction

Education

Pharmaceuticals

Defense

Media and Entertainment

Logistics

Hospitality

Relevant Teams

Legal

Compliance

Business Development

Executive Leadership

Operations

Finance

Research and Development

Procurement

Strategy

Corporate Development

Information Technology

Innovation

Commercial

Risk Management

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Business Development Manager

Project Manager

Investment Director

Legal Counsel

Compliance Officer

Operations Director

Research and Development Manager

Commercial Director

Procurement Manager

Strategy Consultant

Partnership Manager

Innovation Director

Mergers & Acquisitions Director

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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