Non Disclosure And Restricted Use Agreement

Non Disclosure And Restricted Use Agreement Template for United Arab Emirates

A comprehensive legal document governed by UAE law that establishes binding obligations for protecting confidential information and restricting its use to specified purposes. This agreement combines traditional non-disclosure provisions with specific use limitations, incorporating requirements under UAE Federal Laws including data protection, cybercrime, and commercial regulations. It provides robust protection for business secrets, proprietary information, and intellectual property while ensuring compliance with UAE's civil and commercial codes, making it particularly suitable for both mainland UAE and free zone operations.

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What is a Non Disclosure And Restricted Use Agreement?

The Non-Disclosure and Restricted Use Agreement is essential for business operations in the UAE where parties need to share sensitive information while maintaining strict control over its use. This document is particularly relevant in the UAE's business environment, which encompasses both traditional commerce and innovative sectors across mainland and free zone jurisdictions. The agreement complies with UAE Federal Law requirements, including the Civil Code, Data Protection Law, and Cybercrime Law, while addressing specific concerns about information security and authorized usage. It is commonly used in business negotiations, joint ventures, service arrangements, and technology transfers, providing comprehensive protection for confidential information while clearly defining permitted uses. The document is structured to accommodate both local and international business practices, making it suitable for UAE-based entities engaging in domestic and cross-border transactions.

What sections should be included in a Non Disclosure And Restricted Use Agreement?

1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses

2. Background: Context of the relationship and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and other relevant definitions

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations and standard of care required

6. Permitted Use: Specific limitations on how confidential information may be used

7. Security Measures: Required security measures for protecting confidential information

8. Authorized Disclosure: Circumstances under which disclosure is permitted and to whom

9. Return or Destruction: Requirements for handling confidential information upon termination

10. Term and Survival: Duration of the agreement and surviving obligations

11. Breach and Remedies: Consequences of breach and available remedies under UAE law

12. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

13. Execution: Signature blocks and execution requirements compliant with UAE law

What sections are optional to include in a Non Disclosure And Restricted Use Agreement?

1. Data Protection Compliance: Additional provisions for compliance with UAE data protection laws when personal data is involved

2. Electronic Information Handling: Specific provisions for electronic data when digital information is part of the confidential information

3. Third Party Rights: Provisions regarding third party beneficiaries when additional parties have rights to the confidential information

4. Export Control: Requirements for cross-border transfer of information when international transfers are contemplated

5. Competitive Activities: Non-compete provisions when relevant to the business relationship

6. Translation: Provisions regarding Arabic translation when required for UAE government purposes

7. Intellectual Property Rights: Additional IP protection clauses when confidential information includes IP rights

8. Insurance Requirements: Insurance obligations when high-value or sensitive information is involved

What schedules should be included in a Non Disclosure And Restricted Use Agreement?

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols required

4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted use of confidential information

5. Appendix A - Data Processing Requirements: Specific requirements for handling personal data if applicable

6. Appendix B - Return/Destruction Certificate: Form for certifying return or destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Cost

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Download a Standard Non Disclosure And Restricted Use Agreement

Review your own Non Disclosure And Restricted Use Agreement

What is a Non Disclosure And Restricted Use Agreement?

What sections should be included in a Non Disclosure And Restricted Use Agreement?

What sections are optional to include in a Non Disclosure And Restricted Use Agreement?

What schedules should be included in a Non Disclosure And Restricted Use Agreement?

Authors

Alex Denne

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