MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement ("Agreement") shall take effect from the date of signing
BETWEEN:
1.
Emirates Integrated Telecommunications Company, PJSC, with a nominal share capital of
4,571,428,571 AED (Four Billion Five Hundred Seventy One Million Four Hundred Twenty Eight
Thousand Five Hundred Seventy One Dirhams), the amount of which has been fully paid up, registered
at the Dubai Department of Economic Development with commercial register number 77967 and with
its main office at Dubai Media City, Al Salam Tower, PO Box 502666, Dubai, United Arab Emirates
(“du”);
and
2.
Company Name registered under company number Company Registration Number and whose
registered office is at Physical Address and P.O. Box, City, Country, duly represented by its
designation/job title, Mr./Mrs Name of person representing & signing (the "Company").
WHEREAS
1.
du and the Company wish to co-operate with regard to jointly developing business possibilities.
2.
In co-operating, each Party may disclose to the other Party Confidential Information (as that term
is defined hereafter).
3.
The Parties wish to ensure that Confidential Information so disclosed to the other Party remains
confidential under the terms of this Agreement.
IT IS AGREED AS FOLLOWS:
1.
DEFINITIONS
1.1 "Confidential Information"
means any and all technical and non-technical
information provided by either Party to the other,
whether conveyed orally, in writing, or otherwise
(whether or not designated as “confidential
information”), including but not limited to (a) patents and
patent applications, (b) trade secrets, and (c) proprietary
information, ideas, techniques, sketches, drawings, work
of authorship, models, designs, inventions, know-how,
processes, apparatuses, equipment, algorithms, software
programs, software source documents, and formulae
related to the current, future, and / or proposed products
and services of each of the Parties, and including, without
limitation, their respective information concerning
research, experimental work, development, design details
and specifications, engineering, financial information,
procurement requirements, purchasing, manufacturing,
customer lists, investors, employees, business and
contractual relationships (actual or prospective), business
forecasts, sales and merchandising, marketing plans and
information the disclosing party provides regarding third
parties. Any information derived from the above, and all
information designated as confidential or which ought
reasonably to be considered confidential or that is not
readily available to the public, shall be considered as
Confidential Information and, therefore, within the scope
of this Agreement, unless specified otherwise in writing.
1.2 "Party" or "Parties"
2.
3.
means either or both of du and/or the Company as the
context requires.
CONFIDENTIALITY
2.1
Each Party shall at all times during the term and as set out in clause 14.3 after any
termination of this Agreement hold in strict confidence using no less care than it takes to
secure the confidentiality of its own confidential information and not disclose to any third
party Confidential Information of the other Party, except as approved in writing by the other
Party, and will use the Confidential Information for no purpose other than evaluating or
pursuing a business opportunity with the other Party. Notwithstanding the above, the Party
to whom Confidential Information was disclosed (the "Recipient") shall not be in violation of
this Clause 2.1 with regard to a disclosure that was in response to a valid order by a court or
other government body, provided that the Recipient provides the other Party with prior
written notice of such information so that the disclosing party may have an opportunity to
prevent the disclosure through appropriate legal means. Each Party shall only permit access
to Confidential Information of the other Party to those of its employees, contractors or
authorised representatives having a need to know and who have signed confidentiality
arrangements or are otherwise bound by confidentiality obligations at least equivalent to
those contained herein.
2.2
The confidentiality obligations set out in this Agreement shall not apply to any information,
whether or not such information is Confidential Information, which: (a) was publicly available
or in the public domain at the time it was communicated to the Recipient; (b) is or becomes
publicly available or public domain information through no fault of the Recipient; or (c) is
independently developed by the Recipient (but not as a result of any disclosure of
Confidential Information).
2.3
The Parties agree that damages may not be an adequate remedy for any breach of this
Agreement by either Party or any of their employees, agents or contractors and the Parties
shall be entitled to obtain any legal and/or equitable relief, including injunctive relief, in the
event of any breach of this Agreement.
NOTIFICATION OF DISCLOSURE
Each Party shall immediately notify the other of any suspected or actual loss or unauthorised use,
copying or disclosure of the Confidential Information of the other Party.
4.
NO REPRODUCTION
Confidential Information shall not be reproduced in any form except as required to accomplish the
intent of this Agreement. Any reproduction of any Confidential Information of the other Party by
either Party shall remain the property of the disclosing Party and shall contain any and all confidential
or proprietary notices or legends which appear on the original, unless otherwise authorised in writing
by the other Party. On reasonable demand by either Party, but in any event upon termination of this
Agreement or the business relationship between the Parties, each Party shall surrender to the other
or when more appropriate destroy and provide acceptable proof of such destruction, all Confidential
Information in the Recipient’s possession or control (including Confidential Information contained in
any memoranda, notes, records, drawings, manuals, reports, computer software, and other
documents or materials (and all copies of the same)) that have been obtained from the other Party.
5.
NO ASSIGNMENT
Neither Party will assign, novate or otherwise transfer any rights or obligations under this Agreement
without the prior written consent of the other Party.
6.
NO MODIFICATION
Each of the Parties agrees that the software programs of the other Party contain valuable Confidential
Information and each Party agrees it will not modify, reverse engineer, decompile, create other works
from, or disassemble any software programs contained in the Confidential Information of the other
Party without the prior written consent of the other Party.
7.
NO VARIATION
This Agreement may not be amended except in writing signed by duly authorised representatives of
both Parties.
8.
INTERPRETATION
The language of this Agreement shall be construed according to its fair meaning and not strictly for or
against either Party, without regard to which Party is deemed to be the drafter of this Agreement.
The singular shall include the plural; use of the feminine, masculine, or neuter genders shall be
deemed to include the genders not used.
9.
SEVERABILITY
If any part, term or provision of this Agreement shall be held void, illegal, unenforceable, or in conflict
with any law having jurisdiction over this Agreement, the validity of the remaining portions or
provisions shall not be affected thereby.
10.
NO WAIVER
A waiver of a default of any term of this Agreement shall not be construed as a waiver of any
succeeding default or as a waiver of the provision itself. A Party’s performance after the other Party’s
default shall not be construed as a waiver of that default.
11.
COUNTERPARTS
This Agreement may be executed in separate counterparts, each of which is deemed to be an original
and all of which taken together constitute one and the same agreement.
12.
ENTIRE UNDERTAKING
This Agreement supersedes any previous discussion, agreement or understanding between the
Parties, whether oral or reduced to writing, contains the entire understanding between the parties
with respect to the subject matter hereof, and there are no representations, warranties, promises or
undertaking other than those contained in the provisions above.
13.
NO WARRANTY
All Confidential Information is provided "AS IS" and without any warranty, express, implied or
otherwise, regarding its accuracy or performance.
14.
15.
TERM AND TERMINATION
14.1
This Agreement shall continue for a period of three (3) years from the date of signing this
Agreement (and if signed on different dates, the date the Company signs it shall be the date
of signing), unless and until terminated in accordance with Clause 14.2 below.
14.2
This Agreement may be terminated by either Party on the provision of thirty (30) days’ notice
to the other Party at any time without having to state a reason therefore.
14.3
The obligations of confidentiality and non-use contained in this Agreement shall survive the
termination of this Agreement and continue in force for a period of two (2) years thereafter.
14.4
Termination of this Agreement will not affect any accrued rights or remedies to which each
Party is entitled.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the Federal laws of the United
Arab Emirates and the laws of the Emirate of Dubai.
16.
ARBITRATION
16.1
In the event of any dispute or difference between the parties in relation to or arising from
this Agreement including but not limited to the formation, performance, interpretation,
nullification, termination or invalidation of this Agreement, the matter shall be referred to
arbitration.
16.2
Any arbitration shall take place at the Dubai International Arbitration Centre in Dubai. The
arbitration shall be conducted in English in Dubai in accordance with the provisions set forth
in the Rules of Dubai International Arbitration Centre. The Arbitral Tribunal shall comprise of
three arbitrators, one appointed by each of the Parties and a third one, who shall preside the
Arbitral Tribunal shall be elected by the party appointed arbitrators. The award of the Arbitral
Tribunal shall be written in English with an official translation in Arabic. The award shall be
final and binding on the Parties.
16.3
Nothing in this Clause 16 shall prevent either of the Parties from applying to any competent
court for injunctive relief in order to protect their valid interests.
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In Witness Whereof, the Parties hereto have caused this Agreement to be signed as of the above date.
Emirates Integrated Telecommunications Company, PJSC
Signature:
Print name:
Title:
Date:
Enter Name of Company
Signature:
Print name:
Title:
Date: