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This Non‑Disclosure Agreement was drafted by Draftbench under UAE law. No account needed — read the draft, the review and the risk memo below.
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made on [date] between:
(1) Apex Consulting FZ‑LLC, a free zone limited liability company incorporated under the laws of Dubai, UAE, with its registered office at Dubai Internet City, Building 12, Dubai ("Disclosing Party"); and
(2) Gulf Innovations LLC, a limited liability company incorporated under the laws of Abu Dhabi, UAE, with its registered office at Al Reem Island, Abu Dhabi ("Receiving Party").
1. Definitions and Interpretation
1.1 "Confidential Information" means all information (whether written, oral, visual or in electronic form) disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether before or after the date of this Agreement, including but not limited to: (a) trade secrets, know‑how, inventions and processes; (b) business plans, financial information and projections; (c) customer and supplier lists; (d) technical data, designs and specifications; but excluding information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was lawfully in the Receiving Party's possession before disclosure; (iii) is independently developed without reference to the Confidential Information; or (iv) is disclosed by a third party without restriction.
2. Obligations of Confidentiality
2.1 The Receiving Party shall: (a) keep all Confidential Information strictly confidential; (b) not disclose Confidential Information to any person except as permitted under clause 2.2; (c) not use Confidential Information for any purpose other than the Permitted Purpose; and (d) apply to the Confidential Information no lesser security measures than those the Receiving Party applies to its own confidential information of a similar nature.
2.2 The Receiving Party may disclose Confidential Information to its employees, officers, advisers and affiliates on a need‑to‑know basis, provided they are bound by obligations of confidentiality no less onerous than those in this Agreement.
3. Term and Termination
3.1 This Agreement shall remain in force for a period of two (2) years from the date of this Agreement, unless terminated earlier by either Party giving thirty (30) days' written notice.
3.2 The obligations of confidentiality in clause 2 shall survive termination and continue for a period of five (5) years from the date of termination.
— Showing clauses 1–3 of 9. The full draft includes: permitted disclosures, return of information, remedies, governing law (UAE Civil Code), DIAC arbitration (Dubai, English), and execution blocks.
No liability cap for breach of confidentiality. The agreement imposes unlimited liability. Under UAE Civil Code Art. 390, courts may reduce excessive penalties, but an express cap (e.g. 2× the contract value) is standard market practice.
Proposed: "The aggregate liability of the Receiving Party for breach of this Agreement shall not exceed AED [amount]."
Definition of Confidential Information too broad. "All information... including but not limited to" with a long list risks capturing publicly available business data. The carve‑outs are present but the positive definition should be narrowed to information that is marked or identified as confidential.
Proposed: Add "and which is marked 'Confidential' at the time of disclosure, or if disclosed orally, confirmed in writing within 10 Business Days."
Survival period of 5 years may be excessive. For a standard commercial NDA under UAE law, 2–3 years post‑termination is market standard. A 5‑year tail may deter the counterparty from signing.
Proposed: Reduce to "three (3) years from the date of termination." Fallback: "two (2) years."
No requirement to maintain a list of persons who received Confidential Information. Best practice is to track who has access for return‑of‑information obligations.
Proposed: Add "The Receiving Party shall maintain a written record of all persons to whom Confidential Information has been disclosed."
Risk Memo — Non‑Disclosure Agreement
To: Apex Consulting FZ‑LLC
From: Draftbench AI Counsel (AI‑assisted analysis)
Re: NDA with Gulf Innovations LLC — UAE (onshore), DIAC
Overall Risk: Medium
Executive Summary
The NDA is structurally sound and covers the essential elements for a UAE‑law confidentiality agreement. However, three issues require attention before execution: (1) the absence of a liability cap for breach of confidentiality, which leaves the Disclosing Party exposed to an unlimited claim; (2) the breadth of the Confidential Information definition, which may capture information the Receiving Party would reasonably expect to use freely; and (3) the 5‑year survival period, which exceeds market standard and may create negotiation friction.
Recommended Amendments
Must‑have: Add a monetary liability cap for breach (clause 2). Without this, the agreement carries disproportionate risk for a standard commercial NDA.
Should‑have: Narrow the Confidential Information definition to require marking or written confirmation. This reduces disputes about what was actually confidential.
Nice‑to‑have: Reduce the survival period to 3 years. This is a negotiation point rather than a legal defect.
— Excerpt. The full memo includes: enforceability under UAE law, key risks with probability ratings, all recommended amendments with proposed and fallback wording, and qualifications.
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