This Non-Mutual NDA is designed for use in situations where one party (the Disclosing Party) needs to share confidential or proprietary information with another party (the Receiving Party) while maintaining strict control over its use and disclosure. The document is specifically tailored to comply with UAE legal requirements and business practices, incorporating relevant provisions from UAE Federal Laws, including commercial, civil, and data protection regulations. It is particularly useful in business negotiations, potential partnerships, vendor relationships, or investment discussions where unilateral disclosure of sensitive information is necessary. The agreement includes comprehensive definitions of confidential information, clear obligations for the receiving party, and specific provisions for handling and protecting the disclosed information in accordance with UAE law.
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1. Parties: Identification of the Disclosing Party and Receiving Party with full legal names and addresses
2. Background: Context of the agreement and the purpose for sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations of the Receiving Party regarding the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which the Receiving Party may disclose information to authorized representatives or as required by law
7. Security Measures: Specific measures required to protect confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Termination: Duration of the agreement and termination provisions
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Intellectual Property Rights: Section clarifying ownership and IP rights, particularly relevant when confidential information includes IP
2. Data Protection Compliance: Additional provisions when confidential information includes personal data subject to UAE data protection laws
3. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the business relationship
4. Residual Rights: Provisions regarding general knowledge and experience gained, if applicable
5. Export Control: Required when confidential information is subject to export control regulations
6. Force Majeure: Provisions for unforeseen circumstances affecting compliance, particularly relevant in long-term NDAs
7. Insurance Requirements: Specific insurance obligations for high-value or sensitive information
8. Audit Rights: Rights to audit compliance with the NDA, useful for highly sensitive information
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required
4. Appendix A - Handling Procedures: Detailed procedures for handling, storing, and transmitting confidential information
5. Appendix B - Form of Acknowledgment: Template for representatives to acknowledge confidentiality obligations
Relevant legal definitions
Affiliate
Agreement
Authorized Purpose
Authorized Representative
Business Day
Confidential Information
Disclosing Party
Effective Date
Group
Intellectual Property Rights
Law
Notice
Permitted Disclosees
Person
Receiving Party
Representatives
Residual Information
Security Requirements
Subsidiary
Term
Third Party
Trade Secrets
UAE
Working Hours
Agreement
Authorized Purpose
Authorized Representative
Business Day
Confidential Information
Disclosing Party
Effective Date
Group
Intellectual Property Rights
Law
Notice
Permitted Disclosees
Person
Receiving Party
Representatives
Residual Information
Security Requirements
Subsidiary
Term
Third Party
Trade Secrets
UAE
Working Hours
Clauses
Confidentiality Obligations
Permitted Use
Information Protection
Disclosure Restrictions
Return of Information
Data Security
Term and Survival
Remedies
Indemnification
Governing Law
Jurisdiction
Assignment
Third Party Rights
Severability
Entire Agreement
Notices
Amendment
Force Majeure
Waiver
Counterparts
Costs
Language
Dispute Resolution
Permitted Use
Information Protection
Disclosure Restrictions
Return of Information
Data Security
Term and Survival
Remedies
Indemnification
Governing Law
Jurisdiction
Assignment
Third Party Rights
Severability
Entire Agreement
Notices
Amendment
Force Majeure
Waiver
Counterparts
Costs
Language
Dispute Resolution
Relevant Industries
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
Professional Services
Energy and Resources
Telecommunications
Retail and Consumer
Education
Media and Entertainment
Construction
Automotive
Aerospace and Defense
Pharmaceutical
Relevant Teams
Legal
Finance
Human Resources
Research and Development
Information Technology
Business Development
Operations
Procurement
Executive Leadership
Corporate Strategy
Mergers and Acquisitions
Innovation
Product Development
Compliance
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Legal Counsel
Business Development Manager
Project Manager
Investment Director
Research and Development Director
Procurement Manager
Human Resources Director
Operations Manager
Strategic Planning Director
Technology Consultant
Financial Analyst
Merger & Acquisition Specialist
Product Development Manager
Sales Director
Compliance Officer
Innovation Manager
Corporate Secretary
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