Non Disclosure Agreement Sample Uae

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into on this [__] day of [__________], 20[__] (the "Effective Date").

BY AND BETWEEN:

1. [Company/Individual Name], a company incorporated under the laws of [Jurisdiction, e.g., Dubai/ADGM/DIFC], with its registered office located at [Full Address] (hereinafter referred to as the "Disclosing Party");

AND

2. [Company/Individual Name], a company incorporated under the laws of [Jurisdiction, e.g., UAE Mainland/Free Zone], with its registered office located at [Full Address] (hereinafter referred to as the "Receiving Party").

(Collectively referred to as the "Parties" and individually as a "Party").

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all information, whether oral, written, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, financial data, customer lists, technical specifications, trade secrets, software, designs, and proprietary processes, whether or not marked as "Confidential."

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Maintain the Confidential Information in strict confidence and use the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. b) Use the Confidential Information solely for the purpose of [Clearly state the Purpose, e.g., evaluating a potential business partnership]. c) Restrict disclosure of Confidential Information to its employees, directors, or professional advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS

Confidential Information shall not include information that: a) Is or becomes publicly known through no breach of this Agreement by the Receiving Party. b) Was in the Receiving Party’s possession prior to disclosure by the Disclosing Party. c) Is independently developed by the Receiving Party without reference to the Confidential Information. d) Is required to be disclosed by law or by a competent court or regulatory authority in the UAE, provided the Receiving Party gives prompt notice to the Disclosing Party.

4. TERM

The obligations under this Agreement shall remain in effect for a period of [__] years from the Effective Date, regardless of whether the business relationship between the Parties terminates.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information and certify such destruction in writing.

6. REMEDIES

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be insufficient, and therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of [__________]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [__________].

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be amended by a written instrument signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

For and on behalf of the Disclosing Party:

Signature: __________________________ Name: [__________________________] Title: [__________________________]

For and on behalf of the Receiving Party:

Signature: __________________________ Name: [__________________________] Title: [__________________________]