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Non Employee Confidentiality Agreement
"I need a Non Employee Confidentiality Agreement for a cybersecurity consultant who will be accessing our cloud infrastructure and customer data starting March 2025; the agreement must include strict data handling protocols and comply with UAE data protection laws."
1. Parties: Identifies and provides full details of the disclosing party and receiving party, including their legal status and registered addresses
2. Background: Explains the context and purpose of the agreement, including the nature of the relationship between the parties
3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Scope of Confidential Information: Clearly identifies what constitutes confidential information under the agreement
5. Confidentiality Obligations: Details the receiving party's obligations regarding the protection and non-disclosure of confidential information
6. Permitted Uses: Specifies the authorized uses of the confidential information and conditions for such use
7. Security Measures: Outlines required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for returning or destroying confidential information upon request or termination
9. Duration and Survival: Specifies the term of the agreement and which obligations survive termination
10. Breach and Remedies: Details consequences of breach and available remedies, including injunctive relief
11. Governing Law and Jurisdiction: Specifies UAE law as governing law and establishes jurisdiction for disputes
1. Third Party Disclosure: Include when the receiving party may need to share information with authorized third parties like consultants or advisors
2. Data Protection Compliance: Include when confidential information includes personal data subject to UAE Data Protection Law
3. Export Control: Include when confidential information may be subject to export control regulations
4. Intellectual Property Rights: Include when confidential information includes or relates to intellectual property
5. Non-Solicitation: Include when there's a risk of employee or customer poaching
6. Publicity: Include when there's a need to restrict public announcements about the relationship
7. Force Majeure: Include when needed to address circumstances beyond parties' control affecting confidentiality obligations
8. Insurance Requirements: Include when requiring specific insurance coverage for confidential information protection
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of specific confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information
4. Schedule 4 - Approved Third Party Recipients: If applicable, list of pre-approved third parties who may receive the confidential information
5. Appendix A - Form of Acknowledgment: Template for representatives to acknowledge confidentiality obligations
6. Appendix B - Data Destruction Certificate: Template for certifying destruction of confidential information when required
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Construction
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Pharmaceutical
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Human Resources
Information Technology
Research and Development
Business Development
Operations
Finance
Executive Leadership
Information Security
Corporate Strategy
Project Management Office
Vendor Management
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
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Procurement Manager
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