Information Technology Confidentiality Agreement for United Arab Emirates

Information Technology Confidentiality Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law, specifically designed to protect confidential information and trade secrets in technology-related business relationships. This document incorporates requirements from UAE's Federal Decree Law No. 45 of 2021 on Data Protection and Federal Law No. 5 of 2012 (Cybercrime Law), ensuring compliance with local data protection and cybersecurity regulations. It establishes binding obligations for handling sensitive technical information, intellectual property, and proprietary data, while providing mechanisms for enforcement under UAE jurisdiction.

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What is a Information Technology Confidentiality Agreement?

This Information Technology Confidentiality Agreement is essential for businesses operating in or with entities in the United Arab Emirates who need to protect sensitive technical information, trade secrets, and proprietary data during technology-related business relationships. The document is particularly relevant when sharing sensitive technical specifications, source code, system architecture details, or other confidential IT-related information. It incorporates specific provisions required under UAE law, including compliance with Federal Decree Law No. 45 of 2021 on Data Protection and Federal Law No. 5 of 2012 (Cybercrime Law). This agreement is commonly used in software development projects, IT consulting engagements, technology partnerships, and digital transformation initiatives where protection of intellectual property and confidential information is crucial.

What sections should be included in a Information Technology Confidentiality Agreement?

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

2. Background: Context of the agreement, nature of the business relationship, and purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Authorized Persons', 'Data Protection Laws', and other relevant terms

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and what is excluded from the scope

5. Obligations of Receiving Party: Core confidentiality obligations, including storage, handling, and protection of confidential information

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

7. Data Protection and Security: Specific measures required for protecting electronic data and ensuring compliance with UAE data protection laws

8. Return or Destruction of Information: Procedures for returning or destroying 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, including remedies and indemnification provisions

11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for dispute resolution

What sections are optional to include in a Information Technology Confidentiality Agreement?

1. Cross-Border Data Transfers: Required when confidential information may be transferred outside the UAE, addressing compliance with international data transfer requirements

2. Specific Industry Compliance: Needed when the agreement involves regulated industries (e.g., healthcare, financial services) requiring additional compliance measures

3. Source Code Protection: Required when the confidential information includes software source code or proprietary technical information

4. Data Processing Terms: Needed when the agreement involves processing of personal data, ensuring compliance with UAE data protection laws

5. DIFC Specific Provisions: Required when either party is based in DIFC or activities fall under DIFC jurisdiction

6. Cyber Insurance Requirements: Optional section specifying requirements for cyber insurance coverage

7. Audit Rights: Optional provisions allowing the disclosing party to audit the receiving party's compliance

8. Force Majeure: Optional clause addressing cybersecurity incidents and other force majeure events

What schedules should be included in a Information Technology Confidentiality Agreement?

1. Schedule 1 - Specified Confidential Information: Detailed list of specific categories of confidential information covered by the agreement

2. Schedule 2 - Security Requirements: Technical and organizational security measures required for protecting confidential information

3. Schedule 3 - Authorized Personnel: List of authorized persons or roles permitted to access confidential information

4. Schedule 4 - Data Processing Requirements: Specific requirements for processing personal data if applicable

5. Appendix A - Information Security Standards: Detailed security standards and protocols to be followed

6. Appendix B - Incident Response Plan: Procedures for handling and reporting security incidents or data breaches

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
Clauses
Relevant Industries

Information Technology

Financial Services

Healthcare

E-commerce

Telecommunications

Manufacturing

Professional Services

Education

Government and Public Sector

Defense and Security

Energy and Utilities

Media and Entertainment

Retail

Transportation and Logistics

Real Estate

Relevant Teams

Legal

Information Technology

Information Security

Compliance

Risk Management

Procurement

Digital Transformation

Software Development

Infrastructure

Data Protection

Operations

Vendor Management

Technical Support

Research and Development

Solutions Architecture

Relevant Roles

Chief Technology Officer

IT Director

Chief Information Security Officer

Data Protection Officer

IT Project Manager

Software Development Manager

Systems Administrator

Network Security Engineer

Information Security Manager

Compliance Officer

Legal Counsel

Procurement Manager

Technical Consultant

Solutions Architect

Database Administrator

DevOps Engineer

Chief Digital Officer

IT Operations Manager

Technology Risk Manager

Information Technology Auditor

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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