The clauses that decide whether this is worth signing are the **purpose** and the **duration**. What makes the UAE version different is the **forum**: onshore courts operate in Arabic with translated documents, while DIFC and ADGM operate in English under common law. That choice determines how quickly you can actually stop a misuse.
Non-Disclosure Agreement
Mutual and one-way — UAE
The clauses that decide whether this is worth signing are the purpose and the duration. What makes the UAE version different is the forum: onshore courts operate in Arabic with translated documents, while DIFC and ADGM operate in English under common law. That choice determines how quickly you can actually stop a misuse.
| Item | Detail |
|---|---|
| Type | [Mutual — both disclose / One-way] |
| Party A | [NAME], licence [NUMBER], of [ADDRESS] |
| Party B | [NAME], [registration] [NUMBER] |
| Date | [DATE] |
| Purpose | [STATE IT SPECIFICALLY — see the notes] |
| Term of the agreement | [2] years |
| Confidentiality period | [3] years from disclosure [, indefinite for trade secrets] |
| Governing law | [UAE (emirate of ______) / DIFC / ADGM] |
| Forum | [Onshore courts — Arabic / DIFC Courts / ADGM Courts / Arbitration] |
| Language | [English / Bilingual — Arabic prevails onshore] |
1. Purpose
1.1The Parties wish to [discuss / evaluate] [DESCRIBE THE SPECIFIC TRANSACTION OR PROJECT] (the "Purpose").
1.2Confidential Information may be used only for the Purpose and for no other purpose.
1.3Draft the Purpose narrowly. "Exploring a potential business relationship" permits the recipient to use your information for almost anything and still comply.
2. Confidential Information
2.1"Confidential Information" means information disclosed by or on behalf of a Party in connection with the Purpose, in any form, that is confidential or that a reasonable person would understand to be confidential, including business plans, financial information, customer and supplier information, pricing, technical information, source code, designs, know-how, and the existence and content of the discussions.
2.2It does not include information that:
(a)is or becomes public other than through breach of this agreement;
(b)the Recipient already lawfully held without an obligation of confidence, as shown by its records;
(c)is lawfully received from a third party free of any obligation of confidence; or
(d)is independently developed without use of or reference to the Confidential Information.
2.3Information is not excluded merely because it is a combination of individually public items.
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.
Everything the recipient may do is measured against the Purpose. Drafted as "evaluating a potential business relationship", it permits almost any use and still complies. Name the specific transaction or project. This clause matters more than the rest combined.
Onshore proceedings run in Arabic and require legal translation of every document, which adds real cost and time — particularly painful when the remedy you need is urgent. DIFC and ADGM courts operate in English under common law with familiar interim remedies. Where there is a genuine connection to a financial free zone, that choice is worth making consciously rather than defaulting.
Damages for breach of confidence are hard to quantify and harder to recover. What actually protects you is stopping the use quickly, which is why the forum choice in Clause 9.3 matters as much as the obligations in Clause 3.
Where an agreement exists in English and Arabic and is governed by onshore law, the Arabic text governs in a dispute. An English-only NDA is workable in practice but carries risk; for anything commercially significant, use a bilingual version prepared by a qualified legal translator.
Perpetual confidentiality over ordinary commercial information is rarely enforced and marks the drafter as inexperienced. Three to five years from disclosure is standard, with an indefinite tail for genuine trade secrets and personal data.
Return-and-destroy clauses with no carve-out are breached the moment they are signed, because backup systems cannot be selectively purged. Clause 6.2 permits retention under continuing obligations, which is honest and enforceable.
Some NDAs permit the recipient to use information retained in the unaided memory of its personnel. That is a substantial carve-out that can swallow the agreement, particularly where disclosure is conceptual rather than documentary. It is not in this template — check whether it appears in one you are asked to sign.
Clause 2.3 prevents the argument that a valuable combination — a customer list, a pricing model, an architecture — falls outside protection because each component is individually public. It is frequently omitted and frequently exploited.
Onshore, ordinary free zone, DIFC and ADGM are different for governing law, forum and data protection. A disclosure between parties in different regimes may be a cross-border data transfer requiring safeguards — and the mainland is not on the DIFC adequacy list.
Advisers and directors are standard. Affiliates, contractors, prospective investors and outsourced developers are not, and should be addressed expressly. The recipient should remain responsible for anyone it discloses to.
Clause 5.2 protects the discloser against a claim founded on preliminary information later shown to be wrong. Representations belong in the definitive agreement after diligence, not in an NDA at the start of discussions.
The definition covers the existence and content of the discussions. For a company in a financing or an acquisition that is often the most sensitive item, and the one most likely to leak informally.
The most effective protection is disclosing less — staging the information, redacting what is not yet needed, and using a controlled data room with access logs. An NDA provides a remedy after the harm; access control prevents it.
Presenting a one-way NDA where both parties will plainly disclose sets a poor tone and usually gets amended anyway. Use the mutual form where both sides will share.
Reflects UAE law and practice current as of {{DATE OF USE}}. Data protection regimes, DIFC and ADGM court jurisdiction, arbitration frameworks and translation requirements all change — have an NDA reviewed by a UAE lawyer where the disclosure is commercially significant, and never sign one presented as standard without reading the Purpose, duration and forum clauses.
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.