This Perpetual NDA is designed for use in situations requiring long-term protection of confidential information within the UAE legal framework. It is particularly relevant for business relationships where sensitive information needs indefinite protection, such as trade secrets, proprietary technology, or strategic business information. The document complies with UAE federal laws, including the Civil Code, Commercial Transactions Law, and relevant intellectual property legislation. It provides comprehensive protection for both traditional business information and digital data, making it suitable for modern business operations in the UAE's dynamic business environment. The perpetual nature of the NDA ensures that confidentiality obligations continue indefinitely, providing maximum protection for sensitive information even after the business relationship ends.
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1. Parties: Identification of the parties entering into the NDA, including full legal names, addresses, and registration details
2. Background: Context of the agreement and brief description of why the parties are entering into it
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations and permitted uses of confidential information
6. Security Measures: Required measures for protecting and securing confidential information
7. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon request or termination
9. Duration and Survival: Specification of the perpetual nature of obligations and which provisions survive
10. Non-Circumvention: Restrictions on using confidential information to circumvent the disclosing party
11. Remedies: Available remedies in case of breach, including injunctive relief
12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction details
1. Non-Solicitation: Optional restrictions on soliciting employees or customers, recommended when sharing sensitive business relationship information
2. Data Protection: Specific provisions for handling personal data, required if personal data will be shared
3. Export Control: Provisions dealing with export control regulations, needed if information may be subject to export controls
4. Intellectual Property Rights: Additional IP-related provisions, recommended when sharing technical or proprietary information
5. Force Majeure: Provisions for unforeseen circumstances, optional but common in UAE contracts
6. Anti-Bribery and Corruption: Compliance with anti-corruption laws, recommended for international business relationships
7. Electronic Information Security: Specific provisions for digital information protection, needed if electronic data is shared
1. Schedule 1 - Specified Purpose: Detailed description of the permitted purpose for which confidential information may be used
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may receive confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information
4. Schedule 4 - Types of Confidential Information: Detailed categorization of different types of confidential information covered
5. Appendix A - Form of Acknowledgment: Template for representatives to acknowledge confidentiality obligations
Relevant legal definitions
Affiliate
Authorized Purpose
Authorized Representative
Business Day
Confidential Information
Disclosing Party
Effective Date
Group
Information
Intellectual Property Rights
Notice
Party/Parties
Permitted Disclosees
Person
Personal Data
Receiving Party
Representatives
Security Requirements
Subsidiary
Trade Secrets
Confidential Materials
Digital Information
Excluded Information
Government Authority
Permitted Purpose
Related Entity
Security Breach
Sensitive Information
Technical Information
Third Party
Authorized Purpose
Authorized Representative
Business Day
Confidential Information
Disclosing Party
Effective Date
Group
Information
Intellectual Property Rights
Notice
Party/Parties
Permitted Disclosees
Person
Personal Data
Receiving Party
Representatives
Security Requirements
Subsidiary
Trade Secrets
Confidential Materials
Digital Information
Excluded Information
Government Authority
Permitted Purpose
Related Entity
Security Breach
Sensitive Information
Technical Information
Third Party
Clauses
Interpretation
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Protection of Confidential Information
Return or Destruction of Information
Data Protection
Security Requirements
Non-Circumvention
Non-Competition
Non-Solicitation
Intellectual Property
Duration and Survival
Assignment
Notices
Force Majeure
Severability
Variation
Waiver
Third Party Rights
Counterparts
Electronic Execution
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Remedies
Indemnification
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Protection of Confidential Information
Return or Destruction of Information
Data Protection
Security Requirements
Non-Circumvention
Non-Competition
Non-Solicitation
Intellectual Property
Duration and Survival
Assignment
Notices
Force Majeure
Severability
Variation
Waiver
Third Party Rights
Counterparts
Electronic Execution
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Remedies
Indemnification
Relevant Industries
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
Energy
Professional Services
Telecommunications
Retail
Education
Aviation
Construction
Media and Entertainment
Biotechnology
Oil and Gas
Maritime
Relevant Teams
Legal
Executive Leadership
Business Development
Research and Development
Finance
Human Resources
Information Technology
Operations
Compliance
Corporate Strategy
Innovation
Intellectual Property
Procurement
Commercial
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Commercial Director
Business Development Manager
Chief Technology Officer
Research and Development Director
Chief Financial Officer
Investment Manager
Project Manager
Compliance Officer
Intellectual Property Manager
Human Resources Director
Operations Manager
Strategy Director
Innovation Manager
Partnership Manager
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