This Two Way NDA is essential for businesses and individuals operating in or engaging with UAE-based entities who need to protect confidential information during business discussions, negotiations, or collaborative projects. The document is specifically drafted to comply with UAE federal laws, including the Civil Code, Commercial Transactions Law, and recent data protection regulations, while also considering DIFC requirements where applicable. It provides mutual protection for both parties' confidential information, including trade secrets, proprietary data, customer information, and business strategies. The agreement is particularly relevant for international business relationships involving UAE entities, incorporating local legal requirements while maintaining internationally recognized confidentiality standards.
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1. Parties: Identification of both parties entering into the NDA, including full legal names, addresses, and registration details
2. Background: Context of the agreement and purpose for sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other key terms
4. Scope of Confidentiality: Definition of what constitutes confidential information and mutual obligations to protect it
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
6. Protection Measures: Specific security measures required to protect confidential information
7. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination
8. Term and Survival: Duration of the agreement and survival of obligations post-termination
9. Breach and Remedies: Consequences of breach and available remedies under UAE law
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Protection Compliance: Specific provisions for compliance with UAE Federal and DIFC data protection laws, required if personal data is involved
2. Intellectual Property Rights: Additional provisions protecting IP rights, needed if shared information includes patents, trademarks, or trade secrets
3. Non-Solicitation: Restrictions on soliciting employees or clients, recommended for business relationships
4. Export Control: Compliance with UAE export control regulations, required if information may be subject to export restrictions
5. Electronic Information Security: Specific provisions for protecting digital information, recommended for electronic data sharing
1. Schedule 1 - Specified Purpose: Detailed description of the permitted purpose for information sharing
2. Schedule 2 - Categories of Confidential Information: Specific listing of types of confidential information covered
3. Schedule 3 - Security Protocols: Detailed security measures and procedures for handling confidential information
4. Appendix A - Authorized Representatives: List of authorized representatives who may access confidential information
5. Appendix B - Data Processing Requirements: Specific procedures for handling personal data if applicable
Relevant legal definitions
Affiliate
Agreement
Authorized Recipients
Business Day
Business Purpose
Confidential Information
Disclosing Party
Effective Date
Electronic Systems
Intellectual Property Rights
Permitted Purpose
Personal Data
Pre-Existing Information
Receiving Party
Representatives
Security Requirements
Subsidiary
Term
Third Party
Trade Secrets
Confidentiality Period
Derived Information
Disclose/Disclosure
Force Majeure Event
Group Company
Notice
Professional Advisers
Related Party
Residual Information
UAE
Agreement
Authorized Recipients
Business Day
Business Purpose
Confidential Information
Disclosing Party
Effective Date
Electronic Systems
Intellectual Property Rights
Permitted Purpose
Personal Data
Pre-Existing Information
Receiving Party
Representatives
Security Requirements
Subsidiary
Term
Third Party
Trade Secrets
Confidentiality Period
Derived Information
Disclose/Disclosure
Force Majeure Event
Group Company
Notice
Professional Advisers
Related Party
Residual Information
UAE
Clauses
Confidentiality Obligations
Permitted Use
Term and Duration
Return of Information
Data Protection
Intellectual Property
Non-Circumvention
Non-Solicitation
Permitted Disclosures
Security Measures
Breach Notification
Remedies
Indemnification
Force Majeure
Assignment
Severability
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Survival
Third Party Rights
Counterparts
Costs
Permitted Use
Term and Duration
Return of Information
Data Protection
Intellectual Property
Non-Circumvention
Non-Solicitation
Permitted Disclosures
Security Measures
Breach Notification
Remedies
Indemnification
Force Majeure
Assignment
Severability
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Survival
Third Party Rights
Counterparts
Costs
Relevant Industries
Technology
Financial Services
Healthcare
Real Estate
Manufacturing
Professional Services
Energy
Telecommunications
Retail
Construction
Education
Media and Entertainment
Aviation
Maritime
Hospitality
Relevant Teams
Legal
Business Development
Executive Leadership
Operations
Research and Development
Information Technology
Human Resources
Finance
Procurement
Compliance
Corporate Strategy
Product Development
Investment
Client Relations
Commercial
Relevant Roles
Chief Executive Officer
Managing Director
Legal Counsel
Business Development Manager
Project Manager
Chief Technology Officer
Chief Financial Officer
Operations Director
Procurement Manager
Human Resources Director
Research and Development Manager
Investment Manager
Compliance Officer
Contract Manager
Partnership Manager
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