Indemnity NDA for United Arab Emirates

Indemnity NDA Template for United Arab Emirates

A comprehensive non-disclosure agreement under UAE law that combines traditional confidentiality provisions with specific indemnification obligations. The document provides enhanced protection for the disclosing party by requiring the recipient to indemnify against losses arising from unauthorized disclosure or use of confidential information. This agreement is drafted in compliance with UAE Federal Laws, including the Civil Code and Commercial Transactions Law, and includes specific enforcement mechanisms available under UAE jurisdiction. It is particularly suited for high-value commercial relationships where the potential impact of information breaches could be significant.

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What is a Indemnity NDA?

This Indemnity NDA is designed for use in situations where parties need to share sensitive business information while ensuring maximum legal protection under UAE law. The document is particularly valuable when the potential damage from a confidentiality breach could be substantial and difficult to quantify. The agreement combines standard NDA provisions with robust indemnification clauses, requiring the receiving party to compensate the disclosing party for any losses resulting from unauthorized disclosure. This type of agreement is commonly used in high-stakes business negotiations, complex commercial transactions, or when sharing proprietary technology or trade secrets in the UAE market. The Indemnity NDA includes specific provisions aligned with UAE Federal Laws, including remedies available under local courts and enforcement mechanisms specific to the UAE jurisdiction.

What sections should be included in a Indemnity NDA?

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

2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Indemnification', and other relevant terms

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and the scope of protection

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

6. Indemnification Provisions: Detailed indemnification obligations, including scope, process, and limitations

7. Term and Survival: Duration of the agreement and which provisions survive termination

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Breach and Remedies: Consequences of breach and available remedies under UAE law

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

11. Execution: Signature blocks and execution requirements compliant with UAE law

What sections are optional to include in a Indemnity NDA?

1. Permitted Disclosures: Specific circumstances under which disclosure is permitted, used when there are pre-agreed exceptions

2. Security Measures: Specific security protocols for protecting confidential information, used for highly sensitive information

3. Insurance Requirements: Insurance obligations related to indemnification, used for high-value agreements

4. Third Party Rights: Rights of third parties affected by the agreement, used when third party information is involved

5. Data Protection Compliance: Specific provisions for personal data protection, used when personal data is involved

6. Force Majeure: Provisions for unforeseen circumstances, used in long-term NDAs

7. Assignment and Succession: Rights to assign the agreement, used for corporate entities expecting structural changes

What schedules should be included in a Indemnity NDA?

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered

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

3. Schedule 3 - Security Protocols: Specific security measures and procedures for protecting confidential information

4. Schedule 4 - Indemnification Procedures: Detailed procedures for making and handling indemnification claims

5. Appendix A - Form of Acknowledgment: Template for acknowledgment by employees or subcontractors who will access confidential information

6. Appendix B - Form of 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 Industries

Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Energy & Resources

Real Estate & Construction

Telecommunications

Pharmaceutical

Defense & Security

Research & Development

Media & Entertainment

Relevant Teams

Legal

Compliance

Executive Leadership

Business Development

Research & Development

Information Technology

Human Resources

Procurement

Finance

Operations

Commercial

Risk Management

Corporate Development

Intellectual Property

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Compliance Officer

Business Development Manager

Project Manager

Research Director

Chief Technology Officer

Chief Financial Officer

HR Director

Procurement Manager

Commercial Director

Investment Manager

Operations 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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