Cross-Border Mutual Non-Disclosure Agreement (United States / UAE Mainland)
Parties
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [Party 1] (the "Party 1") and [Party 2] (the "Party 2").
Key Terms
"Purpose" means [Purpose].
"Confidentiality Period" means three years from each disclosure.
"Trade Secret Survival Period" means for so long as the information remains a trade secret under applicable law.
"Governing Law" means [Governing law].
"Dispute Forum" means [Court forum or arbitration arrangement].
"Arbitration Language" means English.
Confidentiality
"Confidential Information" means any non-public information disclosed or made available, directly or indirectly, by or for a party (the "Disclosing Party") to the other party (the "Receiving Party") in any form in connection with the Purpose, including business, financial, commercial, technical, product, customer, supplier, pricing, security, and personal-data information, analyses, notes, and materials derived from it, that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes the existence, content, and status of discussions concerning the Purpose.
The Receiving Party shall use the Disclosing Party’s Confidential Information solely for the Purpose, shall protect it using at least reasonable care and no less than the care it uses for its own information of similar sensitivity, and shall not disclose it except as permitted by this agreement. The Receiving Party shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, algorithms, or composition from any tangible materials or software comprising Confidential Information, except to the extent that applicable law prohibits that restriction.
The Receiving Party may disclose Confidential Information to its and its affiliates’ directors, officers, employees, professional advisers, auditors, financing sources, and contractors (together, "Representatives") who have a need to know it for the Purpose, provided that they are bound by confidentiality obligations no less protective than those in this agreement or are subject to professional duties of confidentiality. The Receiving Party is responsible for its Representatives’ compliance with this agreement.
The obligations in the Confidentiality clause do not apply to information that the Receiving Party can demonstrate by contemporaneous written records: (a) is or becomes publicly available other than through a breach of this agreement; (b) was lawfully known to the Receiving Party without restriction before disclosure by the Disclosing Party; (c) is lawfully received from a third party without breach of a duty of confidentiality; or (d) is independently developed without use of or reference to the Confidential Information. A combination of features is not within an exclusion merely because individual features are within an exclusion, unless the combination itself is within that exclusion.
Compelled Disclosure
If the Receiving Party or any Representative is required by applicable law, regulation, court order, subpoena, or governmental request to disclose Confidential Information, the Receiving Party may make the disclosure required, provided that, to the extent legally permitted and practicable, it gives the Disclosing Party prompt written notice and reasonable cooperation, at the Disclosing Party’s expense, to seek confidential treatment or a protective order. The Receiving Party shall disclose only the portion legally required and shall use reasonable efforts to obtain confidential treatment for that portion.
Return and Destruction
On the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy the Disclosing Party’s Confidential Information in its possession or control, except that it may retain copies required by applicable law or bona fide records-retention policies and copies held in routine electronic backups that are not reasonably accessible. Any retained Confidential Information remains subject to this agreement for so long as retained. On request, an authorised officer of the Receiving Party shall confirm compliance in writing.
Term and Termination
This agreement begins on the agreement date and either party may terminate it on written notice. Termination does not affect Confidential Information disclosed before termination. The Receiving Party’s obligations under the Confidentiality clause continue for the Confidentiality Period after each disclosure; however, obligations concerning information that qualifies as a trade secret under applicable law continue for the Trade Secret Survival Period. The Return and Destruction, No Licence, No Obligation to Proceed, Remedies, and General clauses survive as necessary to give them effect.
No Licence
Except for the limited right to use Confidential Information for the Purpose, no licence, assignment, transfer, or other right in any intellectual property, data, product, or Confidential Information is granted or implied under this agreement. All Confidential Information remains the property of the Disclosing Party or its licensors.
Independent Development
Nothing in this agreement prohibits the Receiving Party from developing products, concepts, systems, or techniques that are similar to or compete with products, concepts, systems, or techniques described in Confidential Information, provided the Receiving Party does not violate any of its obligations under this agreement in connection with that development.
No Obligation to Proceed
Neither party is obliged to disclose any information, enter into any transaction, continue discussions, or enter into a further agreement. Any transaction between the parties is subject to a separate written agreement signed by authorised representatives of both parties. Neither party makes any representation or warranty as to the accuracy or completeness of Confidential Information, except as expressly stated in that separate written agreement.
Residuals
Nothing in this agreement prevents the Receiving Party’s Representatives from using general ideas, concepts, know-how, and techniques retained in their unaided memory, provided that they do not intentionally memorise Confidential Information to circumvent this agreement and do not use or disclose the Disclosing Party’s trade secrets, source code, personal data, or other Confidential Information in breach of this agreement.
Export Controls and Sanctions
Each party shall comply with applicable export-control, re-export-control, sanctions, anti-boycott, and trade-compliance laws in connection with its receipt, use, disclosure, transfer, or access to Confidential Information. Neither party shall provide Confidential Information or access to it where doing so would violate those laws. A party may withhold or restrict information or access where reasonably necessary for compliance.
Protected Disclosures
Nothing in this agreement prohibits either party or its Representatives from making a disclosure protected by applicable law, including a good-faith report to a regulator, law-enforcement authority, court, or other competent authority, or from cooperating with an investigation. To the extent applicable to an employee, contractor, or consultant under 18 U.S.C. § 1833(b), an individual is immune from liability under federal or state trade-secret law for confidentially disclosing a trade secret to a federal, state, or local government official, or to an attorney, solely to report or investigate a suspected violation of law, or for making such disclosure in a complaint or other document filed under seal in a lawsuit or other proceeding. Nothing in this agreement limits any protected whistleblowing or public-interest disclosure right that cannot lawfully be excluded.
Data Protection
Each party shall comply with applicable data-protection and privacy laws when processing personal data received under this agreement. The Receiving Party shall process that personal data only as necessary for the Purpose and in accordance with documented lawful instructions where required, implement appropriate technical and organisational security measures, and not make an international transfer except as permitted by applicable law. If the parties’ intended processing requires a data processing agreement, transfer mechanism, or additional notices or consents, they shall put those arrangements in place before the relevant processing or transfer.
Remedies
Each party agrees that unauthorised use or disclosure of its Confidential Information may cause harm for which damages alone may be an inadequate remedy. Accordingly, subject to applicable law and the powers of the Dispute Forum, the affected party may seek interim, injunctive, specific-performance, or other equitable relief for an actual or threatened breach, without the need to prove actual damages. This remedy is in addition to any other remedy available at law or in equity.
Governing Law
This agreement and any non-contractual obligation arising out of or in connection with it are governed by the Governing Law, excluding its conflict-of-laws rules, to the extent that exclusion is effective under the Governing Law.
Disputes
Any dispute, controversy, or claim arising out of or in connection with this agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be finally resolved in the Dispute Forum. Where the Dispute Forum specifies courts, each party irrevocably submits to their jurisdiction. Where the Dispute Forum specifies arbitration, the dispute shall be resolved by arbitration under the rules identified in the Dispute Forum, by one arbitrator unless those rules or the administering institution require otherwise, and the Arbitration Language shall be the language of the proceedings. Nothing prevents either party from seeking urgent interim or conservatory relief from a court of competent jurisdiction.
Service
Each party irrevocably agrees that service of process and formal notices in proceedings relating to this agreement may be effected by courier or email at its address below, in addition to any method permitted by applicable law: Party 1: [Party 1 notice address and email]. Party 2: [Party 2 notice address and email]. This clause does not limit any right to serve process by another lawful method.
Notices and Receipt
Notices, requests, and approvals under this agreement must be sent in writing to the email or postal addresses specified for the parties in this agreement and are deemed delivered on receipt.
Language
This agreement is executed in English. If it is translated into another language, the English version prevails to the extent of any inconsistency, subject to any mandatory requirement of applicable law.
General
This agreement may be executed in counterparts, each of which is an original and all of which together form one instrument. Delivery of an executed counterpart by electronic signature, email, or other electronic means is effective to the extent permitted by applicable law. Each person signing represents that they are authorised to bind the party for which they sign.
The parties shall cooperate in good faith to complete any notarisation, attestation, legalisation, apostille, consularisation, translation, or registration reasonably required for enforcement or official use in a relevant jurisdiction. The party requesting an additional formality shall bear its reasonable external cost unless the parties agree otherwise in writing.
This agreement is the entire agreement between the parties concerning its subject matter and supersedes prior discussions or understandings on that subject. Any amendment or waiver must be in writing and signed by authorised representatives of both parties. A failure or delay in exercising a right is not a waiver. If any provision is unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions remain effective. Neither party may assign this agreement without the other party’s written consent, except to an affiliate or in connection with a merger, reorganisation, or transfer of substantially all relevant assets, provided that the assignee agrees in writing to be bound by this agreement.