This Corporate Non Disclosure Agreement is essential for businesses operating in the UAE who need to protect confidential information during commercial discussions, partnerships, or business transactions. The document is structured to comply with UAE Federal Law, including the Commercial Transactions Law and Civil Code, while accommodating both local and international business practices. It specifically addresses requirements for confidentiality in the UAE business environment, including provisions for both onshore and free zone operations, data protection requirements, and enforcement mechanisms under UAE law. The agreement is particularly relevant for business negotiations, due diligence processes, joint ventures, and other commercial relationships where sensitive information needs to be shared under protective terms.
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1. Parties: Identification of the parties entering into the agreement, including full legal names, addresses, and registration details
2. Background: Context of the agreement and the purpose for sharing confidential information
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Representatives', and 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and professional advisors
7. Security Measures: Required measures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Duration and Survival: Term of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
11. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
12. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction provisions
1. Data Protection Compliance: Additional provisions for compliance with UAE data protection laws, essential if personal data is involved
2. Intellectual Property Rights: Specific provisions addressing IP ownership and rights, important when sharing technology or proprietary information
3. Non-Solicitation: Restrictions on soliciting employees or customers, relevant for business relationships
4. Export Control: Provisions for compliance with export control laws, necessary for international businesses
5. Force Majeure: Provisions for unforeseen circumstances affecting compliance, optional but common in UAE contracts
6. Assignment and Succession: Rules about transferring rights under the agreement, important for corporate restructuring
7. Digital Security Measures: Specific provisions for protecting digital information, essential for electronic data sharing
8. Language: Provisions regarding official language and translations, important if dual-language agreement
1. Schedule 1 - Specified Confidential Information: Detailed list of specific confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive confidential information
3. Schedule 3 - Security Protocols: Detailed security procedures and requirements
4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted use of confidential information
5. Appendix A - Information Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
6. Appendix B - Standard Non-Disclosure Undertaking: Template undertaking for representatives who will access confidential information
Relevant legal definitions
Affiliate
Agreement
Authorized Purpose
Authorized Recipients
Business Day
Confidential Information
Control
Disclosing Party
Effective Date
Group
Information
Intellectual Property Rights
Non-Disclosure Undertaking
Notice
Party/Parties
Permitted Purpose
Personal Data
Principal
Receiving Party
Representatives
Security Requirements
Subsidiary
Term
Third Party
Trade Secrets
Working Hours
Confidential Materials
Digital Information
Excluded Information
Force Majeure Event
Governing Law
Parent Company
Professional Advisers
Related Party
Sensitive Information
Undertaking
Agreement
Authorized Purpose
Authorized Recipients
Business Day
Confidential Information
Control
Disclosing Party
Effective Date
Group
Information
Intellectual Property Rights
Non-Disclosure Undertaking
Notice
Party/Parties
Permitted Purpose
Personal Data
Principal
Receiving Party
Representatives
Security Requirements
Subsidiary
Term
Third Party
Trade Secrets
Working Hours
Confidential Materials
Digital Information
Excluded Information
Force Majeure Event
Governing Law
Parent Company
Professional Advisers
Related Party
Sensitive Information
Undertaking
Clauses
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Return of Information
Security Measures
Data Protection
Intellectual Property
Term and Termination
Survival
Remedies
Indemnification
Non-Solicitation
Assignment
Notices
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Governing Law
Jurisdiction
Counterparts
Language
Authority
No License
No Obligation
Third Party Rights
Export Control
Costs
Digital Security
Permitted Use
Permitted Disclosure
Return of Information
Security Measures
Data Protection
Intellectual Property
Term and Termination
Survival
Remedies
Indemnification
Non-Solicitation
Assignment
Notices
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Governing Law
Jurisdiction
Counterparts
Language
Authority
No License
No Obligation
Third Party Rights
Export Control
Costs
Digital Security
Relevant Industries
Technology
Financial Services
Real Estate
Healthcare
Manufacturing
Energy & Resources
Professional Services
Retail & Consumer
Transportation & Logistics
Media & Entertainment
Construction
Education
Telecommunications
Hospitality & Tourism
Aviation
Maritime
Relevant Teams
Legal
Compliance
Executive Leadership
Business Development
Corporate Affairs
Research & Development
Information Technology
Finance
Operations
Commercial
Mergers & Acquisitions
Strategy
Risk Management
Information Security
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Commercial Director
Business Development Manager
Chief Financial Officer
Project Manager
Corporate Secretary
Compliance Officer
Research & Development Director
Chief Technology Officer
Operations Director
Partnership Manager
Investment Manager
Due Diligence Officer
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