Non Disclosure Agreement Template Dubai

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of this [___] day of [___________], 20[___] (the "Effective Date"), by and between:

1. [________________________________________________], a company organized and existing under the laws of [___________], with its principal place of business at [________________________________________________] (hereinafter referred to as the "Disclosing Party");

AND

2. [________________________________________________], a company/individual residing/organized under the laws of [___________], with its principal place of business/address at [________________________________________________] (hereinafter referred to as the "Receiving Party").

(The Disclosing Party and the Receiving Party are collectively referred to as the "Parties" and individually as a "Party").

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all technical, financial, commercial, business, or proprietary information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or electronically, including but not limited to business plans, customer lists, software code, financial data, trade secrets, and intellectual property, marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it. b) Use the Confidential Information solely for the purpose of [________________________________________________] (the "Purpose"). c) Disclose the Confidential Information only to employees, agents, or representatives who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein. d) Not reverse engineer, decompile, or disassemble any software or tangible objects provided by the Disclosing Party.

3. EXCLUSIONS

The obligations of confidentiality shall not apply to information that: a) Is or becomes generally available to the public 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 use of or reference to the Disclosing Party's Confidential Information. d) Is required to be disclosed by law, regulation, or court order of a competent jurisdiction in the United Arab Emirates.

4. TERM

This Agreement shall remain in effect for a period of [___] years from the Effective Date. The obligations of confidentiality regarding trade secrets shall survive the termination of this Agreement for as long as such information remains a trade secret.

5. RETURN OF MATERIALS

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

6. 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 [___________].

7. REMEDIES

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

8. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties. No amendment or modification shall be valid unless in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

FOR AND ON BEHALF OF THE DISCLOSING PARTY:

Signature: ___________________________ Name: [___________________________] Title: [___________________________] Date: [___________________________]

FOR AND ON BEHALF OF THE RECEIVING PARTY:

Signature: ___________________________ Name: [___________________________] Title: [___________________________] Date: [___________________________]