Due Diligence NDA for United Arab Emirates

Due Diligence NDA Template for United Arab Emirates

This confidentiality agreement is specifically designed for due diligence processes under UAE law, providing comprehensive protection for confidential information exchanged during corporate transactions. The document incorporates key requirements from UAE Federal Laws, including data protection regulations and commercial laws, while addressing specific considerations for both local and international business practices. It includes provisions for digital data rooms, cross-border information transfer, and UAE-specific compliance requirements, making it suitable for use in mergers, acquisitions, investments, and other corporate transactions within the UAE jurisdiction.

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What is a Due Diligence NDA?

This Due Diligence NDA is essential for protecting confidential information during corporate investigations and transactions in the UAE. It is typically used when one party needs to examine the confidential business information of another party for potential investment, acquisition, or merger purposes. The document ensures compliance with UAE Federal Laws, including the Civil Code, Data Protection Law, and Commercial Companies Law, while facilitating the necessary exchange of sensitive information. It addresses both physical and digital data room access, cross-border data transfer restrictions, and includes specific provisions for various types of confidential information such as financial records, intellectual property, customer data, and employee information. The agreement is structured to provide robust protection while allowing efficient due diligence processes within the UAE legal framework.

What sections should be included in a Due Diligence NDA?

1. Parties: Identification of the disclosing party, receiving party, and any relevant affiliated entities

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

3. Definitions: Detailed definitions including Confidential Information, Permitted Purpose, Representatives, and Affiliate

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

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law

6. Information Security Measures: Specific measures required to protect confidential information, aligned with UAE data protection requirements

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

8. Duration and Survival: Term of the agreement and survival of obligations post-termination

9. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief

10. 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 NDA?

1. Data Protection Compliance: Specific provisions for compliance with UAE data protection laws when personal data is involved in due diligence

2. Electronic Information Security: Additional provisions for protecting electronically stored or transmitted information, particularly relevant when dealing with digital due diligence rooms

3. Third Party Rights: Provisions regarding the rights of third parties whose information may be included in the due diligence materials

4. Non-Solicitation: Restrictions on soliciting employees or customers, often included when due diligence involves access to human resources or customer information

5. Anti-Money Laundering Compliance: Required when due diligence involves financial institutions or regulated entities

6. DIFC Specific Provisions: Additional provisions required when one or more parties are based in the Dubai International Financial Centre

What schedules should be included in a Due Diligence NDA?

1. Schedule 1 - Scope of Due Diligence: Detailed description of the due diligence scope and specific areas of investigation

2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information

4. Schedule 4 - Data Room Rules: Rules and procedures for accessing and using the data room, if applicable

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives to sign

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

Real Estate

Technology

Healthcare

Manufacturing

Energy

Retail

Telecommunications

Professional Services

Construction

Hospitality

Transportation

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Mergers and Acquisitions

Investment

Risk Management

Business Development

Strategy

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Director

Merger & Acquisition Manager

Due Diligence Specialist

Corporate Development Manager

Legal Director

Compliance Officer

Risk Manager

Investment Banker

Private Equity Associate

Transaction Advisory Manager

Corporate Secretary

Business Development 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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