Vendor Confidentiality Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Vendor Confidentiality Agreement

"I need a Vendor Confidentiality Agreement governed by Saudi Arabian law for a technology vendor who will be accessing our cloud infrastructure and customer data starting March 2025; the agreement must include specific provisions for data protection and cybersecurity compliance."

Document background

The Vendor Confidentiality Agreement is essential for businesses operating in Saudi Arabia that need to share sensitive information with their vendors while maintaining strict confidentiality. This document is typically used before engaging in detailed business discussions or when initiating a vendor relationship where access to proprietary information, trade secrets, technical specifications, or other confidential data is required. The agreement must comply with Saudi Arabian legal requirements, including the Commercial Law, Personal Data Protection Law, and Sharia principles. It serves as a critical risk management tool by clearly defining what constitutes confidential information, establishing handling procedures, and setting out remedies for breach. The agreement is particularly important given Saudi Arabia's developing digital economy and increasing focus on data protection.

Suggested Sections

1. Parties: Identification of the disclosing party (company) and receiving party (vendor), including full legal names and addresses

2. Background: Context of the vendor relationship and purpose of sharing confidential information

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

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and excluded information

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions, security measures, and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

8. Term and Survival: Duration of the agreement and survival of obligations after termination

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

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

Optional Sections

1. Data Protection Compliance: Additional provisions for compliance with Saudi PDPL when confidential information includes personal data

2. Electronic Information Security: Specific provisions for protecting electronic data and compliance with Saudi cybersecurity requirements

3. Industry-Specific Requirements: Additional provisions for regulated industries (e.g., healthcare, financial services)

4. International Transfer Restrictions: Provisions governing cross-border transfer of confidential information

5. Shariah Compliance Declaration: Specific clause confirming compliance with Shariah principles, particularly relevant for financial institutions

6. Force Majeure: Provisions addressing inability to perform due to extraordinary events

7. Insurance Requirements: Obligations to maintain specific insurance coverage for data protection

Suggested Schedules

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

2. Schedule 2 - Authorized Representatives: List of authorized representatives from both parties who may access confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information

4. Schedule 4 - Approved Subcontractors: List of pre-approved subcontractors who may access confidential information if applicable

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for employees or subcontractors

6. Appendix B - Data Destruction Certificate: Template certificate confirming destruction of confidential information

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology and Software

Manufacturing

Healthcare and Pharmaceuticals

Financial Services

Professional Services

Energy and Utilities

Telecommunications

Construction and Engineering

Retail and Consumer Goods

Defense and Aerospace

Education and Research

Media and Entertainment

Relevant Teams

Legal

Procurement

Supply Chain

Information Security

Risk and Compliance

Operations

Finance

Information Technology

Research and Development

Project Management

Business Development

Vendor Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Chief Procurement Officer

Procurement Manager

Vendor Relations Manager

Legal Counsel

Contracts Manager

Supply Chain Manager

Information Security Officer

Risk Manager

Compliance Officer

Project Manager

Business Development Manager

Operations Manager

Technical Director

Finance Director

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Let's create your Vendor Confidentiality Agreement

Authors

Alex Denne

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