The Non-Disclosure Agreement For Consultants is essential for businesses operating in Saudi Arabia that engage external expertise while protecting their sensitive information. This document is specifically designed to comply with Saudi Arabian legal requirements, including the Commercial Court Law, Anti-Cyber Crime Law, and Shariah principles. It should be used whenever a company engages consultants, advisors, or external experts who will have access to confidential business information, trade secrets, strategic plans, or proprietary data. The agreement covers various aspects of information protection, including digital data security, physical document handling, and post-engagement confidentiality obligations. It's particularly important given the increasing reliance on external expertise in Saudi Arabia's rapidly developing economy and the need to protect intellectual property and business secrets in accordance with local laws.
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1. Parties: Identification of the disclosing party (company) and receiving party (consultant), including full legal names and addresses
2. Background: Context of the consulting relationship and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including duty to maintain secrecy and standard of care
6. Permitted Uses and Disclosures: Specific circumstances under which confidential information may be used or disclosed
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Duration of Obligations: Time period for which confidentiality obligations remain in effect
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction for disputes
12. General Provisions: Standard contract clauses including severability, amendments, and entire agreement
1. Intellectual Property Rights: Additional provisions protecting IP rights, particularly relevant if consultant may develop new IP during engagement
2. Data Protection Compliance: Specific provisions regarding compliance with data protection laws, necessary if personal data is involved
3. Non-Competition: Restrictions on competitive activities, useful for consultants with access to highly sensitive business information
4. Assignment and Subcontracting: Controls on ability to assign rights or subcontract obligations, important for larger consulting arrangements
5. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-risk consultancy work
6. Audit Rights: Right to audit consultant's compliance with confidentiality obligations, useful for long-term arrangements
7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term consulting relationships
1. Schedule 1 - Description of Services: Detailed description of consulting services to provide context for confidentiality obligations
2. Schedule 2 - Specific Categories of Confidential Information: Detailed list of types of confidential information covered
3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive confidential information
4. Schedule 4 - Security Protocols: Detailed security measures and protocols to be followed
5. Schedule 5 - Form of Acknowledgment: Form for consultant's employees or subcontractors to acknowledge confidentiality obligations
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