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A balanced mutual NDA for two parties evaluating or pursuing a defined business purpose, governed by DIFC law, with the DIFC Courts or arbitration seated in the DIFC.
Dubai International Financial Centre (DIFC)
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 balanced mutual NDA for two parties evaluating or discussing a defined business purpose, governed by ADGM law with the ADGM Courts.
"Confidential Information" means all information, in any form, disclosed or made available by or for a party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the Purpose, including information about its business, customers, suppliers, finances, products, services, technology, operations, personnel and plans; analyses, notes and other materials derived from that information; and the existence, content and progress of discussions concerning the Purpose. Information need not be marked confidential to be Confidential Information if its confidential nature is apparent or a reasonable person would understand it to be confidential in the circumstances.
"Representatives" means, in relation to a party, its and its affiliates' directors, officers, employees, professional advisers, auditors, financing sources and contractors who need to know Confidential Information for the Purpose and who 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 a breach of this agreement; was lawfully known to it without restriction before disclosure by the Disclosing Party; is lawfully received from a third party without breach of a duty of confidence; or is independently developed without use of the Confidential Information.
The Receiving Party must use the Confidential Information only for the Purpose and must protect it using at least reasonable care and no less care than it uses for its own information of similar sensitivity.
The Receiving Party may disclose Confidential Information only to its Representatives who need to know it for the Purpose. The Receiving Party is responsible for any breach of this agreement by its Representatives as if that breach were its own.
The Receiving Party must not analyse, decompile, disassemble or reverse engineer any tangible materials, software, samples or prototypes comprised in the Confidential Information, except to the extent this is expressly permitted in writing by the Disclosing Party or cannot lawfully be restricted.
The Receiving 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, where legally permitted and reasonably practicable, it gives the Disclosing Party prompt written notice and reasonable cooperation, at the Disclosing Party's cost, to seek confidential treatment or a protective order. The Receiving Party must disclose only the portion legally required. 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.
Each party must comply with applicable data-protection law, including the DIFC Data Protection Law (DIFC Law No. 5 of 2020) where it applies, when processing personal data in connection with the Purpose. Where required by applicable data-protection law, the parties must enter into a separate written data-processing agreement before one party processes personal data on the other's behalf.
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.
On the Disclosing Party's written request or when discussions relating to the Purpose end, the Receiving Party must promptly return or securely destroy the Disclosing Party's Confidential Information, except for copies retained in routine back-up systems or as required by law, regulation, professional standards or bona fide internal record-retention policies. Any retained Confidential Information remains subject to this agreement for the Confidentiality Period.
All Confidential Information remains the property of the Disclosing Party. Except for the limited right to use Confidential Information for the Purpose, neither party grants the other any licence, assignment or other right in its Confidential Information or intellectual property.
Confidential Information is provided as is. Neither party gives any representation or warranty, express or implied, as to its accuracy, completeness or fitness for purpose, and neither party is obliged to provide any information or proceed with any proposed transaction or relationship. 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 Receiving Party's obligations under this agreement for each item of Confidential Information continue for the Confidentiality Period after its disclosure 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 acknowledges that unauthorised use or disclosure of Confidential Information may cause harm for which damages may not be an adequate remedy. The affected party may seek injunctive or other equitable relief, in addition to any other remedies available at law.
A notice under this agreement must be in writing and delivered by hand, reputable courier or email to Party 1 at [TO BE CONFIRMED — Party 1 notice address] and [TO BE CONFIRMED — Party 1 notice email], or to Party 2 at [TO BE CONFIRMED — Party 2 notice address] and [TO BE CONFIRMED — Party 2 notice email], or to any replacement address or email notified in writing. A notice is deemed received when delivered by hand, on recorded delivery by courier, or, for email, when sent without an automated delivery-failure message, provided it is sent before 5.00 pm at the recipient's location on a business day; otherwise, it 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 as part of a bona fide sale of all or substantially all of its business or assets, provided that the successor 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 previous discussions, correspondence and arrangements concerning that subject matter.
A variation of this agreement is effective only if 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, treated as deleted. That does not affect the remaining provisions.
No person other than the parties has any right to enforce any term of this agreement.
This agreement may be signed in counterparts, each of which is an original and together forms one instrument. Delivery of a signed counterpart by electronic means is effective as delivery of an original signed counterpart.
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 laws of the Dubai International Financial Centre.
The parties irrevocably submit to the exclusive jurisdiction of the DIFC Courts to settle any dispute arising out of or in connection with this agreement, including any dispute relating to its existence, validity or termination. This does not prevent either party from seeking urgent interim or protective relief from any other court of competent jurisdiction.
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