The Non-Disclosure Settlement Agreement is a specialized legal instrument used in the UAE when parties wish to resolve a dispute while maintaining strict confidentiality about both the dispute and its resolution. This document type is particularly relevant in the UAE business environment where reputation and confidentiality are highly valued. It combines elements of settlement agreements (governed by UAE Civil Code Articles 203-256) with comprehensive confidentiality provisions, making it suitable for sensitive commercial, employment, or corporate disputes. The agreement must comply with UAE federal laws, including the Civil Code, Commercial Transactions Law, and recent Data Protection regulations, while also considering emirate-specific requirements and DIFC regulations where applicable. It's commonly used in situations involving commercial secrets, intellectual property disputes, employment terminations, or corporate restructuring where parties need to ensure that the terms of settlement remain confidential.
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1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Recitals explaining the context of the dispute and the parties' desire to settle and maintain confidentiality
3. Definitions: Definitions of key terms including 'Confidential Information', 'Dispute', 'Settlement Sum', and other relevant terms
4. Settlement Terms: Details of the settlement including payment terms, timeline, and mutual releases
5. Confidentiality Obligations: Comprehensive confidentiality provisions including scope of confidential information and duration of obligations
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and professional advisors
7. Return or Destruction of Confidential Information: Requirements for handling confidential information after settlement
8. Non-Admission of Liability: Statement that the settlement does not constitute admission of liability by any party
9. Remedies: Available remedies in case of breach, including injunctive relief and damages
10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and severability
1. Affiliate Coverage: Include when the agreement needs to cover related entities or group companies
2. Regulatory Compliance: Include when specific regulatory requirements need to be addressed, such as DIFC regulations
3. Tax Provisions: Include when settlement payments have tax implications requiring specific handling
4. Press Releases: Include when public announcements about the settlement need to be regulated
5. Non-Disparagement: Include when parties wish to prevent negative statements about each other
6. Cooperation in Legal Proceedings: Include when future cooperation may be needed for legal or regulatory matters
7. Insurance and Indemnification: Include when insurance claims or indemnification obligations are part of the settlement
1. Schedule 1 - Details of the Dispute: Detailed description of the underlying dispute being settled
2. Schedule 2 - Settlement Payment Schedule: Detailed payment terms, amounts, and timelines if applicable
3. Schedule 3 - Scope of Confidential Information: Detailed list or categories of information covered by confidentiality obligations
4. Schedule 4 - Form of Release: Template of mutual release documents to be executed
5. Schedule 5 - Authorized Representatives: List of individuals authorized to receive or handle confidential information
6. Appendix A - Related Proceedings: List of any related legal proceedings affected by the settlement
7. Appendix B - Form of Announcement: Template for any agreed public statements about the settlement if applicable
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Healthcare
Manufacturing
Professional Services
Real Estate
Construction
Energy
Telecommunications
Retail
Maritime
Aviation
Education
Media and Entertainment
Pharmaceuticals
Relevant Teams
Legal
Compliance
Human Resources
Finance
Risk Management
Executive Leadership
Corporate Governance
Business Development
Intellectual Property
Information Security
Corporate Communications
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Compliance Officer
Human Resources Director
Chief Financial Officer
Risk Manager
Corporate Secretary
Business Development Director
Managing Director
Department Head
Senior Legal Counsel
Employment Relations Manager
Intellectual Property Manager
Contract Manager
Settlement Officer
Dispute Resolution Specialist
Privacy Officer
Company Secretary
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