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NDA Confidentiality Agreement

NDA Confidentiality Agreement Template for United Arab Emirates

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NDA Confidentiality Agreement Template

I need an NDA Confidentiality Agreement Template under UAE law for a technology startup sharing sensitive software development information with potential investors, with extra provisions for protecting source code and technical specifications.

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Document background
This NDA Confidentiality Agreement Template is specifically crafted for use in the United Arab Emirates, designed to meet the requirements of UAE Federal laws and regulations while protecting confidential information in various business contexts. The template is suitable for both local and international business relationships, incorporating provisions that address UAE-specific legal requirements including data protection, cybersecurity, and commercial confidentiality obligations. It can be used for various purposes such as business negotiations, joint ventures, employee relationships, and service provider engagements. The document is structured to be compliant with UAE Federal Law No. 31 of 2021 (Commercial Transactions Law) and related regulations, while maintaining flexibility to be customized for specific business needs.
Suggested Sections

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

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

3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other key terms

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and how it will be identified

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, protection, and non-disclosure requirements

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

7. Security Measures: Specific measures required to protect confidential information, including digital security requirements

8. Return or Destruction: Obligations regarding the return or destruction of 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 injunctive relief and compensation

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Non-Competition: Restrictions on competitive activities, used when sharing particularly sensitive business information

2. Non-Solicitation: Restrictions on soliciting employees or customers, included when parties have access to sensitive relationship information

3. Intellectual Property Rights: Specific provisions regarding IP ownership and rights, used when confidential information includes IP

4. Data Protection Compliance: Specific provisions for compliance with UAE data protection laws, used when personal data is involved

5. Export Control: Provisions regarding compliance with UAE export control regulations, used for technical or regulated information

6. Translation Clause: Provisions regarding Arabic translation and which version prevails, used when agreement needs to be bilingual

7. Representatives and Guarantees: Additional warranties regarding authority and information accuracy, used in high-value or complex arrangements

Suggested Schedules

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 protocols to be followed

4. Appendix A - Form of Acknowledgment: Template for acknowledgment by representatives who will access confidential information

5. Appendix B - Notice Requirements: Specific procedures and contact details for required notices under the agreement

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Authorized Representative
Business Day
Business Purpose
Confidential Information
Disclosing Party
Effective Date
Electronic Data
Group Company
Intellectual Property Rights
Notice
Permitted Purpose
Receiving Party
Representatives
Security Protocols
Subsidiary
Term
Third Party
Trade Secrets
Confidentiality Period
Data Protection Laws
Designated Contact Person
Disclosure Period
Information Security Standards
Material Breach
Proprietary Information
Related Entity
Restricted Period
Security Breach
Relevant Industries

Technology

Financial Services

Real Estate Development

Healthcare

Oil & Gas

Renewable Energy

Professional Services

Manufacturing

Retail & E-commerce

Construction

Maritime & Logistics

Education

Hospitality & Tourism

Media & Entertainment

Relevant Teams

Legal

Human Resources

Business Development

Executive Leadership

Operations

Information Technology

Research & Development

Finance

Procurement

Compliance

Corporate Strategy

Investment

Risk Management

Intellectual Property

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Human Resources Director

Chief Technology Officer

Project Manager

Procurement Manager

Investment Manager

Operations Director

Research & Development Director

Chief Financial Officer

Compliance Officer

Contract Manager

Strategic Partnership Manager

Industries
UAE Federal Law No. 31 of 2021 (UAE Commercial Transactions Law): The primary legislation governing commercial transactions in the UAE, including provisions related to commercial contracts and business relationships
UAE Federal Decree-Law No. 5 of 2012 (Cybercrime Law): Contains provisions regarding the protection of electronic data and information, including penalties for unauthorized disclosure of confidential information through electronic means
UAE Federal Law No. 2 of 2015 (Commercial Companies Law): Includes provisions regarding corporate confidentiality and the duties of company officers and employees to maintain confidentiality
UAE Federal Law No. 7 of 2002 (Copyright Law): Protects confidential information that may constitute intellectual property rights
UAE Federal Law No. 45 of 2021 (Protection of Personal Data Law): Governs the protection and processing of personal data, which may be relevant if the NDA covers personal information
UAE Penal Code (Federal Law No. 3 of 1987): Contains criminal provisions for breach of confidentiality and unauthorized disclosure of secrets
UAE Labor Law (Federal Decree-Law No. 33 of 2021): Contains provisions regarding employee confidentiality obligations and trade secrets protection in employment relationships
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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