This Online Confidentiality Agreement template is designed for use in the United Arab Emirates when parties need to establish confidentiality obligations in a digital context. It is particularly relevant for businesses engaging in remote collaborations, digital partnerships, or online business transactions where sensitive information needs to be shared electronically. The agreement complies with UAE federal laws governing electronic transactions, data protection, and confidentiality obligations, including specific provisions for electronic signatures and digital information handling. It addresses key requirements under UAE's Personal Data Protection Law and Electronic Commerce Law, making it suitable for both local and international business relationships where UAE law governs the arrangement.
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1. Parties: Identification of the disclosing and receiving parties, including full legal names, addresses, and registration details as required by UAE law
2. Background: Context of the agreement, relationship between parties, 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 storage, handling, and protection requirements
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom
7. Data Protection and Security: Specific measures required for protecting digital information and compliance with UAE data protection laws
8. Return or Destruction of Information: Procedures for returning or destroying confidential information upon request or termination
9. Term and Survival: Duration of the agreement and provisions that survive 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
1. Electronic Signature Compliance: Specific provisions regarding the validity of electronic signatures and online acceptance - include when agreement will be executed electronically
2. Third Party Rights: Provisions regarding rights of third parties - include when confidential information belongs to or affects third parties
3. Export Control: Provisions regarding international transfer of data - include when parties are in different jurisdictions
4. Intellectual Property Rights: Specific provisions protecting IP rights - include when confidential information includes IP
5. Group Company Rights: Provisions extending to group companies - include when either party is part of a larger corporate group
6. Non-Solicitation: Restrictions on soliciting employees or clients - include when parties have access to personnel or client information
1. Schedule 1 - Authorized Representatives: List of individuals authorized to access and handle confidential information
2. Schedule 2 - Security Protocols: Detailed technical and organizational security measures for protecting digital information
3. Schedule 3 - Information Categories: Detailed categorization of different types of confidential information and their handling requirements
4. Appendix A - Data Processing Terms: Additional terms for compliance with UAE data protection laws when personal data is involved
5. Appendix B - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
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