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Mutual NDA Template for United Arab Emirates

A comprehensive mutual non-disclosure agreement governed by UAE law, designed to establish reciprocal confidentiality obligations between parties engaging in business discussions or collaborations. The document incorporates specific provisions required under UAE Federal Laws, including the Civil Code, Commercial Transactions Law, and Trade Secrets legislation, while providing robust protection for confidential information exchange. It includes detailed provisions for information handling, permitted disclosures, security measures, and enforcement mechanisms aligned with UAE legal requirements and business practices.

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What is a Mutual NDA?

This Mutual NDA template is specifically designed for use in the United Arab Emirates, incorporating requirements from UAE Federal Laws and local commercial practices. It is intended for situations where two or more parties need to share confidential information reciprocally, typically during business negotiations, joint ventures, or commercial collaborations. The document provides comprehensive protection for both parties' confidential information, including trade secrets, proprietary data, technical information, and business strategies. The Mutual NDA includes specific provisions required under UAE law regarding contract formation, confidentiality obligations, and enforcement mechanisms, while remaining flexible enough to accommodate various business relationships and industry-specific requirements.

What sections should be included in a Mutual NDA?

1. Parties: Identification of all parties to the agreement, including full legal names and addresses as required under UAE law

2. Background: Context of the agreement and the parties' intention to share confidential information

3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other key terms

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

5. Confidentiality Obligations: Core mutual obligations regarding the protection and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement

7. Security Measures: Required security measures for protecting confidential information, both physical and electronic

8. Return or Destruction: Obligations regarding the return or destruction of confidential information upon termination or request

9. Term and Survival: Duration of the agreement and survival of obligations post-termination

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

11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution formalities as required under UAE law

What sections are optional to include in a Mutual NDA?

1. Data Protection: Additional provisions for personal data protection, required if personal data will be shared

2. Intellectual Property: Specific provisions regarding IP rights in shared information, needed if IP-sensitive information is involved

3. Export Control: Provisions regarding export control regulations, required for international information sharing

4. Non-Solicitation: Restrictions on soliciting employees or customers, included when business relationship involves exposure to key personnel

5. Assignment: Provisions regarding assignment rights, needed if parties anticipate potential corporate restructuring

6. Competitive Activities: Provisions clarifying that agreement doesn't restrict certain competitive activities, useful in competitor relationships

What schedules should be included in a Mutual NDA?

1. Schedule 1 - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

2. Schedule 2 - Security Protocols: Specific security measures and protocols required for handling confidential information

3. Schedule 3 - Authorized Representatives: List of authorized representatives who may receive confidential information

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives who will access confidential information

Authors

Alex Denne

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

Cost

Free to use

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