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A balanced mutual NDA for two parties evaluating or discussing a defined business purpose, governed by ADGM law with the ADGM Courts.
Abu Dhabi Global Market (ADGM)
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Party 1 legal name and details] (the "Party 1") and [TO BE CONFIRMED — Party 2 legal name and details] (the "Party 2").
"Purpose" means [TO BE CONFIRMED — Purpose].
"Disclosure Period" means 2 years from the date of this agreement, or any shorter period ending when either party ends it under the Term and Survival clause.
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A mutual NDA under which each party may disclose confidential information to the other solely for an agreed purpose, governed by Delaware, New York or California law.
"Confidential Information" means any non-public information, in any form, that a party or any of its Representatives discloses or makes available to the other party or its Representatives in connection with the Purpose, including business, financial, commercial, technical, operational, customer, supplier, product, strategy and know-how information, analyses and notes derived from it, and the existence and terms of discussions about the Purpose. Information disclosed orally is Confidential Information if its confidential nature is apparent in the circumstances or it is identified as confidential when disclosed.
"Representatives" means, in relation to a party, its affiliates and its and their directors, officers, employees, professional advisers, auditors, financing sources and prospective investors, in each case who need to know the Confidential Information for the Purpose and are bound by confidentiality obligations no less protective than those in this agreement.
Confidential Information does not include information that the receiving party can demonstrate by written records: is or becomes publicly available other than through breach of this agreement; was lawfully known to it without restriction before disclosure; is lawfully received from a third party without a duty of confidence; or is independently developed without use of or reference to the disclosing party's Confidential Information.
Each party must use the other party's Confidential Information solely for the Purpose and must not use it for any other purpose, including to compete with, circumvent or disadvantage the disclosing party.
Each party must keep the other party's Confidential Information confidential and must not disclose it to any person except to its Representatives for the Purpose, or as permitted by the compelled-disclosure provision of this Confidentiality clause.
Each party must protect the other party's Confidential Information using at least reasonable care and no less care than it uses to protect its own information of a similar nature.
Each party is responsible for any breach of this agreement by its Representatives as if that breach were its own.
A party may disclose Confidential Information to the extent required by applicable law, regulation, court order, a competent governmental or regulatory authority or the rules of a securities market on which its securities are listed, provided that, to the extent legally permitted, it gives the disclosing party prompt written notice and reasonable cooperation to seek protective treatment. It must disclose only the portion legally required and use reasonable efforts to preserve confidentiality. Nothing in this agreement prevents anyone from reporting a suspected breach of law to a regulator, law-enforcement agency or other competent authority, or from making any other disclosure that applicable law protects.
On written request by the disclosing party, the receiving party must promptly return or securely destroy the disclosing party's Confidential Information, including copies and materials derived from it, and confirm destruction on request. The receiving party may retain copies required by law, regulation, professional obligations, bona fide record-retention policies or routine automatic backup systems, but any retained Confidential Information remains subject to this agreement for the Confidentiality Period.
Each party retains all rights, title and interest in its Confidential Information. No licence or other right is granted by disclosure of Confidential Information except the limited right to use it for the Purpose.
Except as may be expressly agreed in a later written agreement, Confidential Information is provided without representation or warranty as to its accuracy, completeness or fitness for purpose. Neither party is liable for the other party's use of Confidential Information in evaluating the Purpose.
Nothing in this agreement obliges either party to disclose any information, continue discussions, enter into any transaction or relationship, or deal exclusively with the other party. Any transaction or relationship is subject to a separate written agreement signed by both parties. This agreement does not create a partnership, joint venture or agency between the parties. It does not prevent either party from discussing similar opportunities with others or developing products, services or information independently, provided it does not use or disclose the other party's Confidential Information in breach of this agreement.
This agreement applies to Confidential Information disclosed in connection with the Purpose before the date of this agreement and during the Disclosure Period. Either party may end the Disclosure Period early by written notice to the other. The obligations in the Confidentiality clause continue for the Confidentiality Period after the Disclosure Period ends and, for information that is a trade secret, for as long as it remains a trade secret, if longer. The end of the Disclosure Period does not affect rights and remedies that have already accrued.
Each party must comply with applicable data protection law, including the ADGM Data Protection Regulations 2021 where they apply, when processing personal data in connection with the Purpose. Unless separately agreed in writing, neither party may process personal data received from the other party except as an independent controller for the Purpose and in accordance with applicable law.
Neither party may make any public announcement or use the other party's name, trade marks or logo in connection with the Purpose without the other party's prior written consent, except where disclosure is required by law, regulation or the rules of a securities market.
Neither party may use the other party's Confidential Information on the ground that it is retained in the unaided memory of any person. All use of Confidential Information remains subject to this agreement.
For 12 months from the date of this agreement, neither party may, without the other party's prior written consent, directly or indirectly solicit for employment or engagement any employee of the other party with whom it had dealings in connection with the Purpose. This does not restrict general recruitment advertising that is not targeted at the other party's employees, or hiring a person who responds to it or who approaches a party on their own initiative.
Each party acknowledges that the other party's Confidential Information may include inside information about that party or its securities, and that applicable securities and market-abuse laws restrict dealing in those securities, and disclosing that information, while in possession of it. Each party must comply with those laws and make its Representatives who receive that information aware of those restrictions.
A notice under this agreement must be in writing and delivered by hand, reputable courier or email to: for Party 1, [TO BE CONFIRMED — Party 1 notice details]; and for Party 2, [TO BE CONFIRMED — Party 2 notice details]. A party may change its notice details by notifying the other party. A notice is deemed received when delivered by hand, on recorded delivery by courier, or, for email, when no delivery failure message is received, provided that an email sent outside normal business hours at the recipient's location is deemed received at 9.00 am on the next business day.
Neither party may assign, transfer or otherwise deal with its rights or obligations under this agreement without the other party's prior written consent, except to an affiliate or a successor in connection with a merger, reorganisation or transfer of substantially all of its relevant business or assets, provided that the assignee agrees in writing to be bound by this agreement.
This agreement is the entire agreement between the parties concerning its subject matter and supersedes all prior discussions and understandings concerning that subject matter. Neither party relies on any statement not set out in this agreement, but nothing limits liability for fraud.
A variation of this agreement is effective only if it is in writing and signed by both parties. A failure or delay to exercise a right is not a waiver of that right, and a waiver is effective only if given in writing.
If any provision of this agreement is illegal, invalid or unenforceable, it is to be modified to the minimum extent necessary to make it enforceable or, if that is not possible, deleted. The remaining provisions continue in full force.
A person who is not a party to this agreement has no right to enforce any of its terms.
This agreement may be signed in counterparts, each of which is an original and all of which together form one instrument. Delivery of a signed counterpart electronically is effective.
Where a party is an individual, "it" and "its" include him or her and his or her, and a reference to a party's directors or officers applies only to a party that is a body corporate or other entity.
This agreement and any non-contractual obligations arising out of or in connection with it are governed by the law of the Abu Dhabi Global Market. The ADGM Courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, including any non-contractual dispute or claim. This does not prevent either party from seeking urgent interim, protective or conservatory relief from any other court of competent jurisdiction.
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