Non Disclosure Non Circumvention Agreement for United Arab Emirates

Non Disclosure Non Circumvention Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that combines confidentiality and non-circumvention obligations. This document protects both confidential information and business opportunities, preventing parties from bypassing each other in commercial dealings. It incorporates UAE Federal Laws regarding data protection, commercial transactions, and cyber security, while ensuring compliance with local business practices and regulations. The agreement provides mechanisms for protecting trade secrets, business relationships, and intellectual property, with specific provisions for remedies under UAE jurisdiction.

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What is a Non Disclosure Non Circumvention Agreement?

The Non-Disclosure Non-Circumvention Agreement is essential in UAE business transactions where parties need to protect both confidential information and business opportunities. It is particularly relevant when entering into preliminary discussions, business negotiations, or potential partnerships where sensitive information needs to be shared and business relationships need protection. The document complies with UAE Federal Laws, including Law No. 31 of 2006 (Commercial Transactions Law) and Law No. 45 of 2021 (Protection of Personal Data Law), making it suitable for both local and international business dealings in the UAE. This agreement is commonly used in scenarios involving business opportunities, joint ventures, investment discussions, or commercial agency relationships where parties need assurance that their confidential information won't be misused and their business connections won't be circumvented.

What sections should be included in a Non Disclosure Non Circumvention Agreement?

1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details

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

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Circumvention', 'Authorized Purpose', and 'Representatives'

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

5. Non-Circumvention Obligations: Specific commitments not to bypass or circumvent the disclosing party in business dealings

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

7. Security Measures: Required procedures and safeguards for protecting confidential information

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

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

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

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

What sections are optional to include in a Non Disclosure Non Circumvention Agreement?

1. Digital Security Requirements: Specific requirements for protecting digital information, required when confidential information is primarily stored or transmitted electronically

2. Third Party Rights: Provisions regarding the rights of third parties, needed when confidential information belongs to or affects third parties

3. Export Control: Provisions dealing with international transfer of information, required for cross-border arrangements

4. Competitive Restrictions: Additional competition-related restrictions, useful when parties are in competing businesses

5. Personal Data Protection: Specific provisions for handling personal data under UAE data protection laws, required when confidential information includes personal data

6. Specific Project Provisions: Provisions relating to specific projects or business opportunities, used when the NDNCA relates to particular ventures

7. Representatives and Authorized Personnel: Detailed provisions about who can access confidential information, useful for complex organizations

What schedules should be included in a Non Disclosure Non Circumvention Agreement?

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential under the agreement

2. Schedule 2 - Authorized Purpose: Detailed description of the permitted use of confidential information

3. Schedule 3 - Security Protocols: Specific security measures and procedures to be followed

4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

5. Schedule 5 - Specific Business Opportunities: Description of specific business opportunities covered by non-circumvention provisions

6. Appendix A - Notice Requirements: Contact details and procedures for serving 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

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Manufacturing

Healthcare

Real Estate

Energy

Telecommunications

Professional Services

Trading & Distribution

Construction

Education

Entertainment & Media

Aerospace & Defense

Retail

Hospitality

Maritime & Logistics

Relevant Teams

Legal

Business Development

Executive Leadership

Corporate Strategy

Research & Development

Information Technology

Finance

Operations

Sales

Human Resources

Procurement

Corporate Communications

Investment

Product Development

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Managing Director

Business Development Manager

Legal Counsel

Chief Financial Officer

Project Manager

Investment Manager

Research & Development Director

Chief Technology Officer

Operations Manager

Commercial Director

Strategy Consultant

Procurement Manager

Sales Director

Human Resources Director

Chief Information Officer

Business Analyst

Corporate Development Manager

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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