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1. Parties: Identification of the main contractor and subcontractor, including full legal names, addresses, and registration details
2. Background: Context of the relationship between parties and purpose of the NDA
3. Definitions: Detailed definitions of terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and other key terms
4. Scope of Confidentiality: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Specific duties of the subcontractor regarding the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
7. Security Measures: Required security protocols and measures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Duration of Obligations: Time period for which confidentiality obligations remain in force
10. Breach and Remedies: Consequences of breach and available remedies under UAE law
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
12. General Provisions: Standard clauses including severability, amendments, and notices
1. Data Protection Compliance: Required when confidential information includes personal data or when parties operate in free zones with specific data protection regulations
2. Intellectual Property Rights: Needed when confidential information includes IP or when development of new IP is anticipated
3. Electronic Information Security: Required when confidential information will be stored or transmitted electronically
4. Export Control: Necessary when confidential information may be subject to export control regulations
5. Subcontractor Personnel: Include when specific employees need to be named or when additional requirements for personnel need to be specified
6. Non-Competition: Optional section for including non-compete provisions, if required by the main contractor
7. Insurance Requirements: Include when specific insurance coverage for data protection or cyber liability is required
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Personnel: List of authorized personnel who will have access to confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed
4. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertaking to be signed by authorized personnel
Permitted Purpose
Project
Main Contract
Subcontractor Services
Authorized Representatives
Authorized Personnel
Trade Secrets
Intellectual Property Rights
Affiliate
Business Day
Confidentiality Period
Disclosing Party
Receiving Party
Effective Date
Force Majeure Event
Group Company
Personal Data
Proprietary Information
Security Breach
Technical Information
Third Party
Working Hours
Jurisdiction
Permitted Disclosees
Related Persons
Sensitive Information
Termination Date
Commercial Information
Confidentiality Undertaking
Permitted Use
Information Security
Data Protection
Return of Information
Duration and Survival
Breach and Remedies
Indemnification
Assignment
Notices
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendment
Third Party Rights
Waiver
Counterparts
Electronic Execution
Costs
Further Assurance
Authority
Relationship of Parties
Construction
Information Technology
Oil & Gas
Healthcare
Financial Services
Professional Services
Manufacturing
Telecommunications
Defense
Real Estate Development
Engineering Services
Consulting
Legal
Procurement
Operations
Information Security
Risk & Compliance
Commercial
Supply Chain
Project Management
Human Resources
Legal Counsel
Procurement Manager
Contract Manager
Project Manager
Operations Director
Chief Information Officer
Information Security Officer
Risk Manager
Compliance Officer
Commercial Director
Supply Chain Manager
Business Development Manager
Human Resources Director
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