Two things this document must do that the MOHRE contract does not. **Assign intellectual property expressly**, because the standard form does not, and **set restrictions that are actually enforceable** — the UAE permits post-employment non-competition, but only where it is limited in time, place and subject matter to a legitimate interest.
Confidentiality and Intellectual Property
Employee agreement — UAE
Two things this document must do that the MOHRE contract does not. Assign intellectual property expressly, because the standard form does not, and set restrictions that are actually enforceable — the UAE permits post-employment non-competition, but only where it is limited in time, place and subject matter to a legitimate interest.
| Item | Detail |
|---|---|
| Employer | [COMPANY NAME], licence [NUMBER] |
| Employee | [NAME], passport [NUMBER] |
| Job title | [TITLE] |
| MOHRE contract reference | [NUMBER] |
| Access to clients or trade secrets? | [Y/N] — determines whether a restraint is defensible at all |
| Non-competition period | [NUMBER] months — maximum two years |
| Geographic scope | [DEFINE NARROWLY] |
| Restricted activity | [THE SPECIFIC BUSINESS, not "any competing business"] |
| Date | [DATE] |
| Language | [English / Bilingual — Arabic prevails] |
1. Confidentiality
1.1"Confidential Information" means information relating to the business, clients, suppliers, finances, pricing, methods, technology, personnel or plans of the Company or its clients, which is not public.
1.2The Employee shall keep Confidential Information confidential, use it only for the Company’s business, and not disclose it to anyone without authority.
1.3This obligation continues without limit of time after employment ends.
1.4On leaving, the Employee shall return or delete all Confidential Information, including anything held on personal devices or accounts, and confirm in writing that they have done so.
1.5Nothing prevents the Employee from making a disclosure required by law or to a regulator, or from raising a genuine concern under the Company’s grievance procedure.
2. Intellectual Property
2.1All intellectual property created by the Employee in the course of employment, or using the Company’s resources, information or time, belongs to the Company.
2.2The Employee assigns to the Company all such intellectual property, present and future, and waives moral rights to the extent permitted.
2.3The Employee shall promptly disclose anything created, and shall execute any document required to perfect the Company’s title, during and after employment.
2.4Where the Employee created relevant material before employment and it is used in the Company’s business, it is listed in Schedule 1 and [assigned / licensed] to the Company.
2.5The Employee warrants that nothing they contribute infringes a third party’s rights or breaches an obligation owed to a former employer.
5 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
The standard registered contract does not deal with intellectual property. Without a separate assignment, ownership of work created by an employee can be contested, and the gap is found in diligence rather than at the time. This document exists mainly to close it.
An assignment expressed to require a signature later depends on a departed employee co-operating, which they have no reason to do. Clause 2.2 assigns present and future rights on creation, with Clause 2.3 requiring further documents — belt and braces, in the right order.
A blank Schedule 1 is ambiguous. Where a developer, designer or consultant brings prior work into the business, list it and state whether it is assigned or licensed. Where there genuinely is nothing, record that and have it signed.
Clause 2.5 warrants that nothing contributed breaches an obligation to a previous employer. Restraints are enforceable in the UAE where reasonable, and a former employer can pursue both the individual and the new employer. Ask before the first day, not after a letter arrives.
The UAE permits post-employment non-competition, capped at two years and limited to what is necessary to protect a legitimate interest, and only where the employee had access to clients or trade secrets. It is not a default clause to include for everyone.
Restrictions on approaching clients and colleagues protect what actually causes loss and are far more likely to be upheld than a broad prohibition on working in the sector. Draft (a) and (b) carefully and treat (c) as optional and role-specific.
A clause restraining an employee from "any competing business" invites the response that it is unreasonable. Name the specific activity, the specific area and the specific period, matched to what the employee actually did.
The practical route for an employer is a labour ban request rather than a court injunction, and the grounds are narrower than employers assume. A restraint may also fall away where the employer caused the termination. Take advice before acting on one.
Contact lists, proposal libraries, pricing files and client correspondence are what leave with a departing employee and what cause loss. Address it at onboarding, remind at notice, and check it at exit through Schedule 2.
Company data on personal phones, personal email and personal cloud storage is the most common and least examined leakage route. Item 3 of the exit confirmation asks the question directly and obtains a signature on the answer.
System logins, building access, shared drives, SaaS tools and bank mandates all need removing on departure. Resigning an office removes none of them, and dormant access is a live risk that appears in every diligence exercise.
An employee who leaves without being reminded what they agreed will breach it without meaning to. A short conversation at exit, recorded, prevents most inadvertent breaches and strengthens the position if one occurs.
Unlike restraints, confidentiality obligations can run indefinitely and should. Clause 1.3 says so, and the carve-out in Clause 1.5 preserves the right to make a lawful disclosure or raise a genuine concern — without it, the clause looks like it is suppressing complaints.
Clause 6.1 subordinates this agreement to the registered contract and the Law. A supplementary agreement that reduces a statutory entitlement is unenforceable to that extent, and including one damages the credibility of the rest.
Reflects UAE law current as of {{DATE OF USE}}. Rules on restrictive covenants, the maximum period, the circumstances in which a restraint ceases to apply, and DIFC and ADGM equivalents all change — take UAE employment advice before relying on a non-competition clause, and have any bilingual version prepared by a qualified legal translator.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.