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1. Parties: Identification of the parties entering into the agreement, including full legal names, registration details, and addresses as per UAE requirements
2. Background: Context of the potential M&A transaction and purpose of the confidentiality agreement
3. Definitions: Detailed definitions of key terms, particularly 'Confidential Information', 'Transaction', 'Representatives', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the M&A transaction
5. Confidentiality Obligations: Core obligations regarding the use, protection, and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to professional advisors and as required by law
7. Security Measures: Specific measures required to protect confidential information, including digital and physical security requirements
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Duration and Survival: Term of the agreement and provisions that survive termination
10. Non-Circumvention: Restrictions on using confidential information to circumvent the disclosing party in the proposed transaction
11. Remedies: Legal remedies available in case of breach, including injunctive relief and damages
12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
13. General Provisions: Standard provisions including amendments, notices, severability, and entire agreement clauses
1. Non-Solicitation: Restrictions on soliciting employees or customers, typically included when workforce or client relationships are crucial to the deal
2. Standstill Provisions: Restrictions on acquiring target company shares outside the proposed transaction, relevant for listed companies
3. Anti-Money Laundering Compliance: Additional provisions regarding AML compliance, particularly relevant for financial sector transactions
4. Data Protection Compliance: Specific provisions addressing UAE data protection requirements, particularly relevant when personal data is involved
5. Shariah Compliance: Additional provisions ensuring compliance with Shariah law, relevant for Islamic financial institutions
6. Exclusivity: Provisions granting exclusive negotiation rights, included when parties agree to deal exclusively
7. Costs: Allocation of costs related to the protection and handling of confidential information
8. Force Majeure: Provisions addressing unforeseen circumstances affecting compliance with confidentiality obligations
1. Schedule 1 - Description of the Proposed Transaction: Detailed description of the proposed M&A transaction
2. Schedule 2 - Categories of Confidential Information: Specific categories and types of confidential information covered by the agreement
3. Schedule 3 - Authorized Representatives: List of authorized representatives who may access confidential information
4. Schedule 4 - Security Protocols: Detailed security measures and protocols for handling confidential information
5. Schedule 5 - Disclosure Requirements: Specific requirements and procedures for permitted disclosures
6. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings to be signed by representatives
7. Appendix B - Data Room Rules: Rules and procedures for accessing and using the data room, if applicable
Financial Services
Real Estate & Construction
Technology & Communications
Energy & Resources
Healthcare & Pharmaceuticals
Retail & Consumer Goods
Manufacturing & Industrial
Transportation & Logistics
Hospitality & Tourism
Media & Entertainment
Professional Services
Education
Islamic Financial Services
Legal
Corporate Development
Mergers & Acquisitions
Finance
Compliance
Risk Management
Strategy
Executive Leadership
Business Development
Corporate Secretariat
Due Diligence
Information Security
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Development Director
M&A Director
Investment Director
Legal Counsel
Compliance Officer
Due Diligence Manager
Business Development Manager
Strategy Director
Corporate Secretary
Risk Manager
Finance Director
Integration Manager
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