NON DISCLOSURE AGREEMENT

NON DISCLOSURE AGREEMENT

……………………………………………. a corporation organised under the laws of Dubai, U.A.E. having its principal offices on……………., P. O. Box ………………., Dubai, United Arab Emirates, represented by Mr. …………………., P O Box ……………., Dubai, United Arab Emirates, hereinafter called “First Party”.

And

…………………………………………………..a business corporation, P O Box ………., Dubai, U.A.E. represented by Mr. …………………….., hereinafter called “Second Party”

The First Party and Second Party wish to exchange certain confidential information, the party disclosing such information being referred to herein as “Discloser” and the party receiving such information being referred to as “Recipient”. The parties agree as follows:
1. IDENTIFICATION OF CONFIDENTIAL INFORMATION
I. The First Party may disclose to the Second Party the following types of information:
All confidential and/or propriety information that is disclosed in connection with the discussions, proposal relating to its project conception, pre feasibility investigation, feasibility studies, project design and opportunities to develop private fund and finance. Any written information which is, either marked “Confidential” or contains a proprietary notice clause.
II. Information:
Shall mean information and data whether written or not and whether hard or soft relating to feasibility study which First Party considers proprietary including but not limited to the Information described in (A) above shall be deemed as “Confidential Information” if:
1. In the case of a written disclosure, Discloser affixes to the document an appropriate legend, such as “Proprietary” or “Confidential” and
2. In the case of an oral or visual disclosure, Discloser makes a contemporaneous oral statement or delivers to Recipient a written statement within thirty (30) days to the effect that such disclosure is confidential or the like.
III. Each party’s Non Disclosure Agreement (NDA) co-ordinator will serve as the principal contact for disclosure or receipt of confidential information. First Party NDA co-ordinator will be Mr. …………………….. and Second Party co-ordinator will be Mr. ………………….
IV. The parties acknowledge that this Agreement is entered into in contemplation of the parties entering, or determining whether to enter, into Memorandum of Understanding for project conception and design and finance.

2. RESPONSIBILITIES OF RECIPENT
I. Recipient agrees:
1. To advise the employees of the confidentiality obligation with respect to the information.
2. Obtain the consent of First Party prior to disclosing the information to an unofficialised consultant or person of a non-disclosure agreement in a form satisfactory to First Party.
II. Within 2 days of a written request by Discloser, Recipient shall:
1. Return to Discloser all documents received from Discloser that contain Confidential Information, and
2. Deliver to Discloser a certificate stating that Recipient has complied with such request and that the Recipient did not keep copies and if copies of these documents were made, that these copies also be returned to the Discloser.

3. DISCLOSURE PERIOD AND CONFIDENTIALITY PERIOD
The period during which the parties may disclose confidential information under this agreement shall begin on the date of the first disclosure of confidential information (which may be prior to the date of this agreement) and shall end 10 (ten) years from the date this agreement was signed on projects were services were provided.

4. MISCELLANEOUS
I. Confidential Information shall remain the exclusive property of the disclosing party. The receiving party agrees that Confidential Information disclosed shall remain the exclusive ownership and/or proprietary rights of the disclosing party.
II. This Agreement does not create any partnership, joint venture, or agency between the parties. This Agreement is the complete and exclusive statement of the understanding between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous communications. Only writing signed by both parties can amend it.
III. This Agreement shall be interpreted and enforced in accordance to the laws of The United Arab Emirates without regards to its conflicts of law provision the parties hereto consent if any dispute arising out of or in connection with this agreement, shall be referred to be resolved by arbitration under the rules of Conciliation and Arbitration of Dubai Chamber of Commerce and Industry.

FIRST PARTY
For and on behalf of
1. ………………………………………………

By : ___________________________
Name : ___________________________
Title : ___________________________
Date : ___________________________

SECOND PARTY
………………………………………………………………………..
For and on behalf of

By : ___________________________
Name : ___________________________
Title : ___________________________
Date : ___________________________

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