Mutual Non-Disclosure Agreement

Dated: {{EXECUTION_DATE}}

Parties

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into on the date stated above between:

1. {{PARTY_A_NAME}}, a company incorporated in {{PARTY_A_JURISDICTION}} with trade licence number {{PARTY_A_LICENCE_NUMBER}} and registered office at {{PARTY_A_ADDRESS}} ("Party A"); and
2. {{PARTY_B_NAME}}, a company incorporated in {{PARTY_B_JURISDICTION}} with trade licence number {{PARTY_B_LICENCE_NUMBER}} and registered office at {{PARTY_B_ADDRESS}} ("Party B"),

each a "Party" (and, where Confidential Information is being received, a "Receiving Party"; where it is being disclosed, a "Disclosing Party"); together the "Parties".

Background

The Parties wish to explore a potential business relationship in connection with {{PURPOSE}} (the "Purpose"). In the course of such discussions and any subsequent activities, each Party may disclose to the other certain information of a confidential or proprietary nature. The Parties enter into this Agreement to protect such information.

1. Definition of Confidential Information

1. "Confidential Information" means any information, in any form (oral, written, electronic, visual, or other), disclosed by or on behalf of a Disclosing Party to a Receiving Party, before or after the date of this Agreement, including without limitation:
   1. business plans, strategies, financial information, and projections;
   2. customer, supplier, and partner lists and details;
   3. technical data, designs, specifications, source code, algorithms, and processes;
   4. marketing plans, pricing, and commercial terms;
   5. employee, shareholder, and investor information;
   6. the existence, content, and status of discussions between the Parties; and
   7. any information that, by its nature or the circumstances of its disclosure, ought reasonably to be regarded as confidential.
2. Confidential Information need not be marked as "confidential" to be subject to this Agreement.

2. Obligations of the Receiving Party

1. The Receiving Party shall:
   1. hold all Confidential Information in strict confidence and use it only for the Purpose;
   2. not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
   3. protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care;
   4. limit access to Confidential Information to those of its directors, officers, employees, professional advisers, and contractors (collectively, "Representatives") who need to know for the Purpose, and ensure that each such Representative is bound by obligations of confidentiality at least as strict as those in this Agreement;
   5. be responsible for any breach of this Agreement by its Representatives.

3. Permitted Disclosures

1. The Receiving Party may disclose Confidential Information:
   1. to its Representatives in accordance with Clause 2;
   2. where required by applicable law, court order, or regulatory authority (including the Federal Tax Authority, the Authority of the relevant free zone, the UAE Central Bank, DFSA, FSRA, VARA, or any equivalent body), provided that, where lawfully permitted, the Receiving Party gives prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other remedy;
   3. with the prior written consent of the Disclosing Party.

4. Exceptions

1. The obligations in this Agreement shall not apply to information that the Receiving Party can demonstrate:
   1. was already lawfully in its possession without an obligation of confidentiality before disclosure;
   2. is or becomes publicly available other than through breach of this Agreement;
   3. is independently developed by the Receiving Party without use of or reference to the Confidential Information;
   4. is rightfully received from a third party without an obligation of confidentiality.

5. No Licence; Ownership

1. All Confidential Information shall remain the property of the Disclosing Party. No licence, intellectual property right, or other interest in the Confidential Information is granted by this Agreement, save the limited right to use it for the Purpose.
2. Neither Party makes any warranty, express or implied, as to the accuracy or completeness of any Confidential Information disclosed.

6. Return or Destruction

1. Upon written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control (including all copies, extracts, and notes), and shall provide written confirmation of such return or destruction.
2. The Receiving Party may retain copies of Confidential Information to the extent required by applicable law or its internal record-keeping policies, provided such retained copies remain subject to the confidentiality obligations herein.

7. Term

1. This Agreement shall commence on the date stated above and shall continue in force for a period of three (3) years, unless earlier terminated by mutual written agreement.
2. The confidentiality obligations in respect of Confidential Information disclosed during the term shall survive termination for a further period of three (3) years (or, in the case of information that constitutes a trade secret, for so long as such information retains trade secret status under applicable law).

8. No Obligation to Proceed; Non-Solicitation

1. Nothing in this Agreement obliges either Party to enter into any further agreement or business relationship.
2. During the term and for a period of twelve (12) months thereafter, neither Party shall directly solicit for employment any senior employee of the other Party with whom it has had material contact in connection with the Purpose, save in response to a general advertisement.

9. Remedies

1. The Parties acknowledge that monetary damages may be insufficient to remedy a breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law.

10. Data Protection

1. To the extent that Confidential Information includes personal data, each Party shall comply with applicable UAE data protection laws (including the Federal Personal Data Protection Law) and, where relevant, the DIFC Data Protection Law, ADGM Data Protection Regulations, or any other applicable regime.

11. Notices

1. Any notice under this Agreement shall be in writing and may be sent by hand, courier, or email to the addresses stated above (or to such other address as may be notified in writing).

12. General Provisions

1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to its subject matter.
2. Amendments. Any amendment must be in writing and signed by both Parties.
3. Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
4. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other.
5. Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.

13. Governing Law and Jurisdiction

1. This Agreement shall be governed by, and construed in accordance with, the laws of the United Arab Emirates.
2. The Parties submit to the exclusive jurisdiction of the courts of {{COURT_OF_JURISDICTION}}, save that either Party may seek injunctive relief in any court of competent jurisdiction.

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