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A balanced mutual NDA for two parties sharing confidential information for a defined purpose under UAE federal law, with emirate courts or arbitration.
UAE Mainland
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] (the "Party 1") and [TO BE CONFIRMED — Party 2] (the "Party 2").
"Purpose" means [TO BE CONFIRMED — Purpose].
"Confidentiality Period" means 3 years from the date on which the relevant Confidential Information is disclosed.
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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.
"Disclosing Party" means a party when it discloses Confidential Information. "Receiving Party" means a party when it receives Confidential Information.
"Representatives" means a party's affiliates and its and their directors, officers, employees, professional advisers, auditors, financiers, and contractors, 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.
Each Receiving Party must use the other party's 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.
A Receiving Party must not disclose Confidential Information except to its Representatives who need to know it for the Purpose. The Receiving Party is responsible for its Representatives' compliance with this agreement.
The Confidentiality clause does not apply to information that the Receiving Party can demonstrate by contemporaneous written records: was lawfully known to it without restriction before disclosure; becomes publicly available other than through breach of this agreement; is lawfully received from a third party without a duty of confidentiality; or is independently developed without use of the Confidential Information.
A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order, a competent authority or the rules of a securities market on which its securities are listed, provided that, where legally permitted, it gives the Disclosing Party prompt written notice and reasonable cooperation to seek protective treatment. 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.
The obligations in the Confidentiality clause continue throughout the Confidentiality Period. To the extent Confidential Information is a trade secret under applicable law, those obligations continue for so long as it remains a trade secret other than through a breach of this agreement.
This agreement applies to Confidential Information disclosed in connection with the Purpose before or after its date. Either party may end this agreement by written notice to the other, after which it applies only to Confidential Information disclosed before the notice takes effect. Ending this agreement does not affect the obligations in the Confidentiality clause for information already disclosed or any rights that have already accrued.
On written request by the Disclosing Party, the Receiving Party must promptly return or securely destroy the Disclosing Party's Confidential Information, except for copies retained in routine backup systems, archival files, or records required by applicable law or professional obligations. Retained information remains subject to this agreement until deleted in the ordinary course or the Confidentiality Period ends, whichever is later.
Except for the limited right to use Confidential Information for the Purpose, no right, title, licence, or other interest in any intellectual property right or Confidential Information is granted or implied.
Neither party is required to disclose any information, continue discussions, enter into a transaction or enter into any further agreement. Except as expressly agreed in writing, neither party makes any representation or warranty as to the accuracy or completeness of its Confidential Information; this does not exclude any duty of disclosure in negotiations that applicable law does not allow the parties to exclude. 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.
Each party must comply with applicable personal-data protection law, including Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data where it applies, when processing personal data received under this agreement. A Receiving Party must process that personal data only as necessary for the Purpose, implement appropriate technical and organisational security measures, and promptly notify the Disclosing Party of any actual or suspected unauthorised access, disclosure, loss or other personal-data breach affecting that personal data.
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.
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 urgent, interim or protective measures from a competent court, in addition to any other remedy available by law.
A notice under this agreement must be in writing and delivered by hand, reputable courier, or email to the relevant party at its address below, or to any replacement address notified in writing. A notice is deemed received when delivered by hand, on recorded delivery by courier, or, for email, when the sender receives no delivery-failure notice and sends a copy by one of the other stated methods within two business days.
Party 1's notice address is [TO BE CONFIRMED — Party 1 notice address].
Party 2's notice address is [TO BE CONFIRMED — Party 2 notice address].
Neither party may assign or transfer this agreement without the other party's prior written consent, except to an affiliate or in connection with a merger, reorganisation, or transfer of all or 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 prior discussions and understandings concerning that subject matter. Any amendment must be in writing and signed by both parties.
A waiver is effective only if in writing and applies only to the specific circumstance for which it is given. If any provision is invalid or unenforceable, it must be modified to the minimum extent necessary to make it valid and enforceable; the remaining provisions continue in effect.
This agreement may be signed in counterparts and by electronic signature. Each counterpart is an original, and all counterparts together form one instrument, to the extent permitted by applicable law.
This agreement is made in English. If it is translated into Arabic or any other language, the English text prevails between the parties to the extent permitted by applicable law.
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 federal laws of the United Arab Emirates and, to the extent applicable, the laws of the Emirate of Dubai.
The courts of the Emirate of Dubai (which, for clarity, do not include the courts of the Dubai International Financial Centre or the Abu Dhabi Global Market) have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement. This does not prevent either party from seeking urgent, interim or protective measures from any other competent court.
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