Due Diligence Confidentiality Agreement for United Arab Emirates

Due Diligence Confidentiality Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that establishes confidentiality obligations during due diligence processes. This document ensures the protection of sensitive business information shared during transaction evaluations, incorporating UAE federal laws including Data Protection Law (Federal Decree Law No. 45 of 2021) and Cyber Crime Law (Federal Law No. 5 of 2012). It outlines the terms for handling confidential information, permitted uses, security measures, and consequences of breach, while considering UAE-specific requirements and business practices, including provisions for both mainland UAE and free zone jurisdictions.

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What is a Due Diligence Confidentiality Agreement?

A Due Diligence Confidentiality Agreement is essential in UAE business transactions where sensitive information needs to be shared for evaluation purposes. This document is typically used before mergers, acquisitions, investments, or significant business partnerships, where one party needs to examine confidential aspects of another party's business. The agreement must comply with UAE federal laws, including data protection and cyber security regulations, while considering specific requirements of UAE free zones where applicable. It protects various types of confidential information including financial data, customer information, trade secrets, and intellectual property. The document is particularly important given the UAE's position as a major international business hub and its specific legal framework combining civil law principles with Islamic law influences.

What sections should be included in a Due Diligence Confidentiality Agreement?

1. Parties: Identification of the disclosing party and receiving party, including full legal names and addresses

2. Background: Context of the due diligence process and purpose of information sharing

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Affiliate'

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

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

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives and third parties

7. Information Security Measures: Required security measures for protecting confidential information, including cybersecurity requirements

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information after the agreement ends

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

What sections are optional to include in a Due Diligence Confidentiality Agreement?

1. Data Protection Compliance: Specific provisions for compliance with UAE Federal Decree Law No. 45 of 2021 when personal data is involved

2. DIFC Provisions: Additional provisions when either party is based in DIFC or information will be processed there

3. Cross-Border Transfers: Provisions governing the transfer of confidential information outside the UAE

4. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the transaction

5. Intellectual Property Rights: Specific provisions regarding IP rights in the confidential information

6. Public Announcements: Controls on public statements about the potential transaction

7. Costs: Allocation of costs related to the due diligence process

8. Force Majeure: Provisions for unforeseen circumstances affecting compliance with the agreement

What schedules should be included in a Due Diligence Confidentiality Agreement?

1. Schedule 1 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures

3. Schedule 3 - Data Room Rules: If applicable, rules governing access to and use of virtual or physical data rooms

4. Schedule 4 - Specific Categories of Confidential Information: Detailed list of specific types of confidential information covered

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors

6. Appendix B - Data Destruction Certificate: Template certificate confirming destruction of confidential information

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
Relevant Industries

Financial Services

Technology

Real Estate

Healthcare

Manufacturing

Energy

Retail

Telecommunications

Professional Services

Construction

Hospitality

Education

Transportation & Logistics

Media & Entertainment

Oil & Gas

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Strategy

Business Development

Investment

Information Security

Data Protection

Executive Management

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Development Manager

Investment Manager

Due Diligence Manager

Compliance Officer

Chief Risk Officer

Business Development Director

Mergers & Acquisitions Director

Corporate Secretary

Investment Analyst

Financial Controller

Strategy Director

Industries
UAE Federal Law No. 31 of 2006 (UAE Commercial Transactions Law): Governs commercial transactions and business relationships, including provisions relating to confidential business information and trade secrets
UAE Federal Law No. 5 of 2012 (UAE Cyber Crime Law): Addresses the protection of confidential electronic information and penalties for unauthorized disclosure of confidential information through electronic means
UAE Federal Law No. 2 of 2019 (Commercial Companies Law): Contains provisions regarding corporate information confidentiality and disclosure obligations in business transactions
UAE Federal Decree Law No. 45 of 2021 (Data Protection Law): Regulates the collection, processing, and transfer of personal data, which is relevant for due diligence processes involving personal information
UAE Federal Law No. 19 of 2016 (Commercial Fraud Law): Includes provisions protecting trade secrets and confidential business information from fraudulent practices
UAE Federal Law No. 1 of 2006 (Electronic Commerce Law): Governs electronic transactions and communications, including the protection of electronic records and information exchanged during due diligence
UAE Penal Code (Federal Law No. 3 of 1987): Contains criminal provisions relating to the disclosure of confidential information and trade secrets
DIFC Law No. 5 of 2020: For companies operating in Dubai International Financial Centre, this data protection law provides additional requirements for handling personal and confidential information
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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