This One-Way NDA is essential for business operations in the UAE where one party needs to share confidential information with another while maintaining strict control over its use and disclosure. The document is particularly relevant for situations involving business negotiations, potential partnerships, vendor relationships, or consulting arrangements where proprietary information must be protected. It complies with UAE Federal Law requirements, including the Civil Code (Federal Law No. 5 of 1985) and recent data protection regulations, making it suitable for both local and international business relationships within UAE jurisdiction. The agreement provides comprehensive protection for confidential information while accounting for local legal enforcement mechanisms and business practices.
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1. Parties: Identification of the Disclosing Party and Receiving Party, including full legal names, addresses, and registration details as required under UAE law
2. Background: Context of the relationship between the parties and purpose of sharing confidential information
3. Definitions: Define key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations of the Receiving Party regarding the protection and non-disclosure of confidential information
6. Permitted Uses and Disclosures: Specified purposes for which the confidential information may be used and circumstances under which disclosure is permitted
7. Security Measures: Specific measures required to protect confidential information, including digital security requirements
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 obligations survive termination
10. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Data Protection Compliance: Additional provisions when confidential information includes personal data subject to UAE Federal Decree-Law No. 45 of 2021
2. Cyber Security Requirements: Specific provisions when information is shared electronically, addressing requirements under UAE cybercrime laws
3. Assignment and Successors: Include when either party may need to assign rights or obligations under the agreement
4. Third Party Rights: Include when third parties may have rights under the agreement or when their exclusion needs to be explicit
5. Export Control: Include when confidential information may be subject to export control regulations
6. Intellectual Property Rights: Additional provisions when confidential information includes IP-protected materials
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 Protocols: Specific security measures and protocols to be followed when handling confidential information
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology and Software
Manufacturing and Industrial
Professional Services
Healthcare and Pharmaceuticals
Financial Services
Real Estate and Construction
Energy and Utilities
Telecommunications
Research and Development
Retail and Consumer Goods
Education and Training
Media and Entertainment
Relevant Teams
Legal
Compliance
Business Development
Research and Development
Human Resources
Finance
Information Technology
Procurement
Operations
Risk Management
Corporate Strategy
Innovation
Mergers and Acquisitions
Product Development
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Project Manager
Research Director
Human Resources Director
Chief Technology Officer
Chief Financial Officer
Procurement Manager
Investment Manager
Operations Director
Compliance Officer
Risk Manager
Innovation Director
Strategic Partnership Manager
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