Non Disclosure Agreement Template Uae

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into on this ______ day of ___________, 20 (the "Effective Date") by and between:

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

AND

2. [__________________________________], a company/individual organized and existing under the laws of [____________________], with its principal place of business/residence at [__________________________________] (hereinafter referred to as the "Receiving Party").

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

1. DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, "Confidential Information" shall include all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or electronically, including but not limited to business plans, financial data, client lists, trade secrets, technical specifications, software code, and marketing strategies, identified as confidential or which by its nature should reasonably be understood to be confidential.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the purpose of [__________________________________] (the "Purpose"); c) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; d) Restrict access to the Confidential Information to those employees or representatives who have a legitimate "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes publicly available through no breach of this Agreement by the Receiving Party; b) Was rightfully in the Receiving Party’s possession prior to disclosure; 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 or by order of a competent court or regulatory authority in the United Arab Emirates.

4. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect for a period of [] years. The obligations of confidentiality shall survive the termination of this Agreement for a period of [] years following the final disclosure of Confidential Information.

5. RETURN OF MATERIALS

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

6. 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. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other legal remedies available under the laws of the United Arab Emirates.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of [the United Arab Emirates / the Dubai International Financial Centre (DIFC) / the Abu Dhabi Global Market (ADGM)]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [____________________].

8. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties. Any amendments to this Agreement must be made in writing and signed by both Parties.

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

FOR AND ON BEHALF OF THE DISCLOSING PARTY:

Signature: ___________________________ Name: _______________________________ Title: ________________________________ Date: ________________________________

FOR AND ON BEHALF OF THE RECEIVING PARTY:

Signature: ___________________________ Name: _______________________________ Title: ________________________________ Date: ________________________________