This Relationship Confidentiality Agreement template is designed for use in the United Arab Emirates when parties need to exchange confidential information in the context of a business relationship. It complies with UAE Federal Decree-Law No. 45 of 2021 on Protection of Personal Data, the UAE Civil Code, and other relevant federal and emirate-level regulations. The document is particularly useful for businesses engaging in negotiations, joint ventures, service arrangements, or other commercial relationships where sensitive information needs to be shared. It includes comprehensive provisions for protecting both traditional confidential information and digital data, making it suitable for modern business transactions in the UAE's dynamic business environment. The agreement can be customized for various business contexts while maintaining compliance with UAE legal requirements and business practices.
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1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the relationship and purpose of entering into the confidentiality agreement
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Representatives'
4. Scope of Confidentiality: Detailed description of what constitutes confidential information and exclusions
5. Obligations of Confidentiality: Core confidentiality obligations and permitted uses of confidential information
6. Security Measures: Required security measures for protecting confidential information, including digital security requirements
7. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom
8. Return or Destruction: Requirements for returning or destroying confidential information upon request or termination
9. Duration and Survival: Term of the agreement and survival of obligations post-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
12. General Provisions: Standard boilerplate clauses including severability, amendments, and notices
1. Data Protection Compliance: Specific section addressing compliance with UAE data protection laws - required if personal data is involved
2. Digital Security Protocol: Detailed technical requirements for handling digital information - recommended for technology-related relationships
3. Third Party Rights: Rights of group companies or affiliated entities - needed if wider group protection is required
4. Non-Solicitation: Restrictions on soliciting employees or customers - relevant for business relationships
5. Export Control: Compliance with UAE export control regulations - required for international relationships or sensitive industries
6. Shariah Compliance: Additional provisions ensuring Shariah compliance - relevant for Islamic financial institutions
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Security Protocols: Detailed technical and organizational security measures required
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives or third parties
5. Appendix B - Data Handling Procedures: Specific procedures for handling, storing, and transmitting confidential information
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