This Data Confidentiality Agreement Template is designed for use in the United Arab Emirates business environment where parties need to exchange sensitive or confidential information while ensuring compliance with UAE data protection laws. The template is particularly relevant in light of the Federal Decree-Law No. 45 of 2021 and other UAE regulations governing data protection and privacy. It should be used whenever parties need to share confidential business information, trade secrets, personal data, or other sensitive information during business negotiations, partnerships, or service arrangements. The template includes provisions specifically tailored to UAE legal requirements while maintaining flexibility for use in various business contexts, including situations involving DIFC and ADGM free zones.
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Key Requirements PROMPT example:
Data Confidentiality Agreement Template
I need a Data Confidentiality Agreement Template for my UAE-based technology company that will be sharing sensitive software development information with multiple international contractors starting January 2025, with specific provisions for cross-border data transfers and source code protection.
1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details as required under UAE law
2. Background: Context of the agreement, relationship between the parties, and purpose of sharing confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and other relevant terms
4. Scope of Confidentiality: Detailed description of what constitutes confidential information and how it will be marked or identified
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, protection, and non-disclosure requirements
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Data Protection and Security: Specific measures required to protect data in accordance with UAE Federal Decree-Law No. 45 of 2021
8. Return or Destruction of Confidential Information: Procedures for returning or destroying confidential information upon request or termination
9. Duration and Termination: Term of the agreement and survival of obligations post-termination
10. Breach and Remedies: Consequences of breach, including remedies and indemnification provisions
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. International Data Transfers: Required when confidential information may be transferred outside the UAE, addressing cross-border data flow requirements
2. Specific Free Zone Provisions: Required when either party is located in DIFC or ADGM, incorporating relevant free zone regulations
3. Intellectual Property Rights: Required when confidential information includes IP or when IP might be created during the relationship
4. Non-Competition: Optional clause to prevent use of confidential information for competitive purposes
5. Data Processing Terms: Required when personal data processing is involved, ensuring compliance with UAE data protection laws
6. Force Majeure: Optional clause addressing circumstances beyond parties' control affecting confidentiality obligations
7. Insurance Requirements: Optional section requiring specific insurance coverage for data protection
8. Audit Rights: Optional provision allowing auditing of confidential information handling
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Measures: Specific technical and organizational measures required for data protection
4. Schedule 4 - Data Processing Details: If applicable, details of any data processing activities, including purpose, duration, and type of data
5. Schedule 5 - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Healthcare
Financial Services
Professional Services
Manufacturing
Real Estate
Education
Telecommunications
Energy
Retail
Construction
Media and Entertainment
Aviation
Hospitality
Pharmaceutical
Relevant Teams
Legal
Compliance
Information Security
Risk Management
Human Resources
Procurement
Information Technology
Business Development
Operations
Research and Development
Finance
Corporate Development
Data Protection
Vendor Management
Executive Leadership
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Compliance Officer
Data Protection Officer
Chief Information Security Officer
HR Director
Procurement Manager
Business Development Manager
Project Manager
Contract Manager
Information Security Manager
Risk Manager
Operations Director
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