UAE Mainland One-Way Non-Disclosure Agreement
Parties
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [Discloser] (the "Discloser") and [Recipient] (the "Recipient").
Key Terms
"Purpose" means [Purpose (what the Recipient may use the information for)].
"Disclosure Period" means 12 months starting on the date of this agreement.
"Confidentiality Period" means 3 years after the end of the Disclosure Period.
"Return Period" means 14 days after the Discloser's written request.
Definitions
"Confidential Information" means all information, in any form, that the Discloser or its Affiliates, or anyone on their behalf, disclose or make available to the Recipient or its Representatives in connection with the Purpose, whether before or after the date of this agreement, and that is marked or identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. It includes information about the Discloser's business, finances, customers, suppliers, products, technology, know-how and plans; the fact and status of discussions about the Purpose; and all notes, analyses and other material containing or derived from that information.
"Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means owning more than half of the voting rights in an entity or having the power to direct its management and policies.
"Representatives" means the directors, officers, employees, professional advisers, auditors, insurers and contractors of the Recipient and its Affiliates.
Exclusions
Confidential Information does not include information that the Recipient can show by written evidence: (a) is or becomes publicly available other than through a breach of this agreement by the Recipient or its Representatives; (b) was lawfully in its possession free of any duty of confidence before the Discloser disclosed it; (c) it lawfully receives from a third party who is not, to its knowledge, under a duty of confidence about it; or (d) it independently develops without using or referring to Confidential Information. Information is not within an exclusion merely because individual parts of it are, or because more general information is.
Confidentiality
The Recipient must: (a) use Confidential Information only for the Purpose; (b) keep it confidential and not disclose it to anyone except as this agreement permits; (c) protect it with at least the care it uses for its own confidential information of similar importance, and no less than reasonable care; and (d) not copy or record it except as reasonably needed for the Purpose.
The Recipient may disclose Confidential Information to those of its Representatives who need to know it for the Purpose, if before disclosure it tells them that the information is confidential and they are bound by contractual or professional duties of confidentiality no less protective than this agreement. The Recipient is responsible for any act or omission of a Representative that would breach this agreement if done by the Recipient.
The Recipient must notify the Discloser promptly after becoming aware of any unauthorised access to, or use or disclosure of, Confidential Information, and must take reasonable steps, in cooperation with the Discloser, to stop and remedy it.
Required Disclosure
The Recipient or its Representatives may disclose Confidential Information to the extent required by law, regulation, court order, the rules of a stock exchange on which its or its Affiliate's securities are listed, or a binding requirement of a governmental or regulatory authority. To the extent lawful, the Recipient must give the Discloser prompt written notice before disclosing, cooperate reasonably, at the Discloser's cost, with any effort to obtain confidential treatment or a protective order, and disclose only the part legally required.
The Recipient may give Confidential Information to a competent authority in the United Arab Emirates, including a regulator, a court, a public prosecutor or a police authority, where that authority is entitled to require it, and must tell the Discloser beforehand where the law allows. The Recipient must give only what the authority requires and ask that the information be treated as confidential.
Return or Destruction
Within the Return Period, the Recipient must return or securely destroy all Confidential Information in its or its Representatives' possession or control and, if the Discloser asks, confirm in writing that it has done so. The Recipient may keep copies that law, regulation or professional rules require it to keep, or that are held in automatic electronic back-ups and are not readily accessible, if it does not access them except as so required. Those copies remain subject to this agreement for as long as they are kept.
If a court opens proceedings for bankruptcy, preventive composition, restructuring or liquidation of the Recipient under the law of the United Arab Emirates or any other law, the Recipient and any trustee or similar officer appointed must keep the Confidential Information apart from the Recipient's other assets, must not sell it with them, and must return or destroy it as this agreement requires, to the extent that the law allows.
Ownership and No Warranty
All Confidential Information remains the property of the Discloser or its Affiliates. Apart from the right to use it for the Purpose under this agreement, the Recipient receives no licence or other right in any Confidential Information or in any intellectual property right of the Discloser or its Affiliates.
Confidential Information is provided "as is". To the extent permitted by law, the Discloser gives no warranty or representation as to its accuracy or completeness and has no liability for the Recipient's use of it, except as agreed in a later written agreement between the parties. This clause does not exclude any duty of disclosure or good faith that applicable law makes mandatory.
This agreement does not oblige either party to disclose any particular information, to continue discussions or to enter into any further agreement or transaction. Either party may end discussions at any time, subject to its duty under applicable law to negotiate in good faith.
Additional Protections
The Recipient must not decompile, disassemble, reverse engineer or analyse the composition of any software, prototype, sample or other material comprised in Confidential Information, or otherwise try to derive its source code, structure or underlying ideas, except to the extent applicable law permits this despite a contractual restriction.
During the Disclosure Period and 12 months after it ends, the Recipient must not, and must ensure that its Affiliates do not, directly or indirectly solicit for employment or engagement any employee of the Discloser with whom it had contact, or of whom it first became aware, in connection with the Purpose. This does not restrict general advertisements or recruitment campaigns not aimed at the Discloser's employees, or hiring anyone who responds to them.
Personal Data
If Confidential Information includes personal data, the Recipient must process it only for the Purpose and in accordance with Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and any other applicable data protection law, keep it secure, and notify the Discloser without undue delay after becoming aware of a personal data breach affecting it. If the Recipient will process personal data on the Discloser's behalf, the parties must first agree the processing terms that law requires.
The Recipient may transfer personal data that forms part of the Confidential Information outside the United Arab Emirates only if Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, and any other law that applies to that data, permits the transfer, and it must tell the Discloser beforehand which countries are concerned.
Term
This agreement applies to Confidential Information disclosed before the date of this agreement or during the Disclosure Period. Either party may end the Disclosure Period early by written notice to the other. The Recipient's obligations under this agreement continue for the Confidentiality Period and, for Confidential Information that is a trade secret, for as long as it remains a trade secret under applicable law.
Remedies
Compensation alone may not be an adequate remedy for a breach of this agreement. The Discloser may apply to a competent court for any interim, precautionary or urgent measure available under applicable law, including an order to stop an actual or threatened breach, in addition to any other remedy.
The Recipient must compensate the Discloser for the direct loss, damage and reasonable legal costs that the Discloser suffers because the Recipient or one of its Representatives breaches this agreement, as established by the competent court or tribunal. Compensation for indirect or speculative loss is payable only to the extent that applicable law allows it.
Notices
A notice under this agreement must be in writing and delivered by hand, by courier or by email to the address or email address the other party last notified for notices or, failing that, to its registered office or principal place of business or, for an individual, his or her usual or last known residential address. A notice is received on delivery or, for email, when sent unless the sender receives a delivery-failure message. A notice received outside business hours at the place of receipt is received when business hours next begin.
General
Neither party may assign or transfer its rights or obligations under this agreement without the other party's prior written consent, except that either party may assign this agreement, on written notice, to an Affiliate or to a successor to all or substantially all of the business to which this agreement relates, if the assignee agrees in writing to be bound by it.
This agreement is the entire agreement between the parties about its subject matter and replaces any earlier agreement or understanding about it, without affecting liability for an earlier breach.
A variation of this agreement is effective only if it is in writing and signed by or on behalf of each party.
A failure or delay in exercising a right or remedy is not a waiver of it. A waiver is effective only if in writing and applies only to the circumstance for which it is given.
If any provision of this agreement is invalid, illegal or unenforceable, it applies with the minimum modification needed to make it valid, legal and enforceable and, if no modification can achieve that, it is treated as deleted. This does not affect the rest of this agreement.
Nothing in this agreement creates a partnership, joint venture or agency relationship between the parties.
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 any number of counterparts, which together form one agreement. A party may sign electronically, and delivery of a signed copy by email or other electronic means is effective.
This agreement is made in English. A party that needs an Arabic translation for notarisation, or for use before a court or authority in the United Arab Emirates, must obtain a certified translation at its own cost and give a copy to the other party. The English text prevails between the parties to the extent permitted by law, and the translation is used only for the purpose for which it was obtained.
Interpretation
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.
Governing Law and Jurisdiction
This agreement is 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, other than the courts of any financial free zone, have exclusive jurisdiction over any dispute arising out of or in connection with this agreement.
The Recipient agrees that a written notice sent under this agreement, and a record kept by the Discloser of what it disclosed and when, may be produced as evidence before the competent court or tribunal. The Recipient will not oppose enforcement of a final judgment or arbitral award under this agreement in the courts of the Emirate of Dubai or in any other place where it has assets.
The parties must try in good faith to settle any dispute under this agreement by discussion between their senior officers for thirty days after one gives the other written notice of the dispute, before either begins court or arbitration proceedings. This does not stop a party from applying at any time for an urgent or precautionary measure.