This One Way Non Disclosure Agreement is essential for businesses operating in the UAE who need to share sensitive information with another party while maintaining strict confidentiality. The document is particularly relevant in contexts such as business negotiations, potential partnerships, vendor relationships, or consulting engagements where proprietary information needs to be disclosed. It incorporates specific provisions required under UAE law, including Federal Law No. 2 of 2019 concerning Commercial Secrets and the UAE Civil Code, making it suitable for use in both UAE mainland and free zone jurisdictions. The agreement defines confidential information broadly to include trade secrets, business plans, technical specifications, customer data, and other proprietary information, while establishing clear obligations and remedies that are enforceable under UAE law.
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1. Parties: Identification of the Disclosing Party and Receiving Party with full legal names and addresses
2. Background: Context of the agreement and the purpose for sharing confidential information
3. Definitions: Definitions of key terms including 'Confidential Information', 'Authorized Purpose', 'Authorized Recipients', and other relevant terms
4. Confidentiality Obligations: Core obligations of the Receiving Party regarding the protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which the Receiving Party may disclose information to Authorized Recipients
6. Security Measures: Specific measures required to protect confidential information
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
8. Duration and Survival: Term of the agreement and surviving obligations
9. Breach and Remedies: Consequences of breach and available remedies under UAE law
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Data Protection Compliance: Required when confidential information includes personal data or when parties operate in DIFC
2. Digital Information Security: Required when confidential information is primarily stored or transmitted electronically
3. Intellectual Property Rights: Include when confidential information involves IP rights or potential developments
4. Non-Solicitation: Optional clause preventing solicitation of employees or clients, if relevant to the business context
5. Translation Clause: Required when the agreement needs to be executed in both Arabic and English
6. Force Majeure: Optional clause addressing unforeseen circumstances affecting confidentiality obligations
1. Schedule 1 - Description of Confidential Information: Detailed description or categories of information considered confidential
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
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