This Vendor Non Disclosure Agreement is essential for companies operating in Saudi Arabia that need to share confidential information with their vendors while maintaining legal protection under Saudi law. The document is designed to comply with Saudi Arabian commercial regulations and Sharia principles, making it suitable for use in various commercial contexts within the Kingdom. It should be used whenever a company needs to engage with vendors who will have access to sensitive business information, intellectual property, trade secrets, or other confidential data. The agreement includes comprehensive definitions of confidential information, clear obligations for information protection, and enforcement mechanisms that are recognized under Saudi law. It addresses both traditional and digital forms of confidential information, incorporating relevant provisions from Saudi Arabia's Electronic Transactions Law and Anti-Cyber Crime Law.
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1. Parties: Identification of the disclosing party (company) and receiving party (vendor), including full legal names, addresses, and commercial registration details
2. Background: Context of the relationship between parties and purpose of sharing confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
7. Security Measures: Required measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Survival: Duration of the agreement and which provisions survive termination
10. Breach and Remedies: Consequences of breach and available remedies under Saudi law
11. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction for disputes
12. General Provisions: Standard provisions including severability, amendments, and notices
1. Data Protection Compliance: Additional provisions for handling personal data when the confidential information includes personal information
2. Export Control: Include when confidential information may be subject to export control regulations
3. Intellectual Property Rights: Additional provisions when confidential information includes IP-protected materials
4. Non-Solicitation: Restrictions on hiring or soliciting employees, included when there's significant employee interaction
5. Shariah Compliance Declaration: Explicit statement of Shariah compliance, useful for certain business contexts or when required by internal policies
6. Electronic Information Security: Specific provisions for digital information security when significant electronic data is involved
7. Competitive Restrictions: Additional restrictions on competitive activities, when relevant to the vendor relationship
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Authorized Representatives: List of authorized personnel who may access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed
4. Schedule 4 - Permitted Purpose Details: Detailed description of the purposes for which confidential information may be used
5. Appendix A - Form of Acknowledgment: Template for vendor's employees or subcontractors to acknowledge NDA obligations
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Healthcare
Financial Services
Oil & Gas
Construction
Professional Services
Telecommunications
Retail
Education
Defense
Transportation & Logistics
Real Estate
Consulting
Research & Development
Relevant Teams
Legal
Procurement
Vendor Management
Information Security
Risk & Compliance
Operations
Finance
Information Technology
Research & Development
Supply Chain
Contract Management
Business Development
Relevant Roles
Legal Counsel
Procurement Manager
Vendor Relations Manager
Contract Manager
Chief Financial Officer
Chief Technology Officer
Project Manager
Supply Chain Manager
Operations Director
Risk Manager
Compliance Officer
Information Security Officer
Business Development Manager
Technical Director
Research & Development Manager
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