Non-Disclosure Agreement – Consumer friendly standards

This Non-Disclosure Agreement (the “Agreement") is made effective as of the day of submission to the consumer-friendly standards for evaluation purposes between:

1.       The Department of Economic Development (DED), duly incorporated and organized under the provisions of Law No. (25) of 2008 Concerning the Department of Economic Development, P.O. Box 13223 Dubai, Tel: 04 -4455555,  Fax: 044455860, herein represented the consumer friendly standards team under the under the management of Commercial Compliance and Consumer Protection Sector, hereinafter referred to as the “Recipient;"

AND

2.       submitter: duly incorporated and registered in dubai, united arab emirates, company herein represented by the submitter from the registration form.

First Party and Second Party are also sometimes referred to collectively as

 The “Parties" and individually as a “Party."       

Preamble:

whereas the owner wishes to disclose confidential information to the recipient for the purposes of this agreement; and

whereas the owner wishes to ensure that the recipient will protect the confidence of the confidential information.

therefore, the recipient agrees to comply with the terms and conditions set forth herein below regarding the use and disclosure of the confidential information.

 

the parties agree as follows:

a. definitions and interpretations:

1.1. in this agreement:

business day:  means any day other than any friday, saturday or any public holidays.

Confidential information: Means all confidential information (whether registered, protected or disclosed), which is provided by the Owner, its employees, officials, representatives or consultants (hereinafter referred to collectively as the “Representatives") to the Recipient and its representatives after the Effective Date, including, without limitation, the following:

A.      Discussions and negotiations related to the purpose of this Agreement and the status thereof; 

B.      Terms and conditions hereof; 

C.      Any information may be deemed confidential by a businessman regarding:

• The owner's business, affairs, customers, clients, suppliers, plans and intentions, or market opportunities; and
• Operations, product information, know how, designs, trade secrets, or programs, which is the proprietary to the owner 

D.      Any information or analyses derived from the Confidential Information.

Confidential information shall not include:

1. Matters of public knowledge; except those disclosed by the recipient or its representatives, which constitutes a breach of this agreement or any other commitment to keep the information confidential towards the party that such information belong to;  
2. Information rightfully received by the recipient without a duty of confidentiality before disclosure by the owner;  
3. Information rightfully received by the recipient from a third party that is not committed to a non-disclosure agreement with the owner; 
4. Information rightfully received by the recipient before disclosure by the owner; or  
5. Any other information that both parties agree in writing is not confidential or may be disclosed.  

Owner:  means the party discloses the confidential information or makes it available hereunder, directly or indirectly.

Recipient:  means the department of economic development (ded) that will receive the information, directly or indirectly, from the owner.

Purpose: participation in the consumer friendly standards

Representatives: means the employees, agents, and other representatives of each party

Dubai Courts: Means Dubai Courts formed in accordance with the provisions of Law No. 3 of 1992.

1.2. In this Agreement:

• Reference to any person includes the a reference to any individual, legal entity, partnership or a group of people of an established legal personality;
• Reference to either Party hereto includes a reference to its successors or assignees (directly or otherwise).
• The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
• The aforementioned preamble shall have effect as if set out in the body of this Agreement and shall be binding on the Parties.
• Any schedules or addendums hereto shall be deemed an integral part hereof. Any reference to any “articles," “schedules" or “addendums" means the reference to an article, schedule or addendum hereto respectively.
• The word “include" or “including" means “including, without limitation."
• If any term set forth in the body of this Agreement is in conflict with any term set forth in any schedule, addendum or other documents, explicitly or implicitly referred to herein, the term forth in the body of this Agreement shall prevail to the extent of such conflict.   If the terms of schedules and addendums are in conflict, the terms of the previous schedule or addendum (as set forth herein) shall have the priority over the consequent schedule or addendum to the extent of such conflict.
• Any obligation of any person not to do anything includes an obligation not to agree or allow doing so.
• The provisions of article (1.1 and 1.2) shall come into force except as otherwise expressly provided herein.

 

2. TERM

The recipient's obligation of non-disclosure shall enter into force as from the effective date. this agreement may be terminated earlier at any time if either party gives the other party not less than thirty (30) days advance notice, provided that the provisions, restrictions and the recipient's obligations of non-disclosure shall survive for two years beyond the expiry or termination of this agreement. 

3. Non-disclosure obligations

3.1. The recipient hereby undertakes to make adequate efforts to protect the owner's confidential information. the recipient may not do any of the following without prior written consent of the owner:

1. In no case, the confidential information may only be used for the purpose of this agreement;
2. To hold the confidential information in confidence and will not disclose the confidential information, in whole or in part, to any third party; except as explicitly authorized hereunder;
3. Copy, brief, write or record the confidential information only for the purpose of this agreement (any copying, writing or recording of these information as mentioned herein above shall be deemed the proprietary of the owner); and
4. Not to use, reproduce, transform or store the confidential information on any external computer that may be accessible or on retrieval information system or transfer them in any way or means whatsoever outside the workplace of these information.

3.5. The recipient may only disclose the owner's confidential information to the recipient's representatives in need to know these confidential information for the purpose of this agreement. the representatives shall be informed of the confidential nature of such information prior to disclosure and make enforceable promises to hold the confidential information in confidence. such promises, at the very least, shall be comprehensive and binding on the representatives in accordance with the terms and conditions hereof.

3.6. The recipient may only disclose the confidential information to the extent permissible by law, any other governmental or legal authority, order of a court or other competent authorities that have judicial power; provided that the recipient, to the extent permissible by law, shall give the owner a notice of such disclosure as far as possible. the disclosure notice shall be prohibited and issued under the provisions of this paragraph (3.6), bearing in mind the reasonable requests of the owner regarding the disclosure.

3.7. The recipient hereby undertakes to take and maintain the appropriate security measures to protect the confidential information from unauthorized access or use.

4. Return of Confidential Information

4.1. Upon the written request of the owner, the recipient hereby undertakes to:  

1. Destroy or return all documents and material (including any copies thereof), which may contain, reflect or depend upon the owner's confidential information to the owner; and
2. Write off and delete all the owner's confidential information from the computer or that information stored in electronic format (reasonably).

5. Intellectual Property

5.1. All confidential information shall be the proprietary of the owner and the owner shall reserve all its rights to the confidential information. no rights, including, without limitation, intellectual property rights related to the confidential information shall be conferred to the recipient and no obligations may be imposed on the owner save as the obligations expressly provided herein.

5.2. The disclosure of the confidential information by the owner may not in any way deemed an offer, undertaking or warranty from the owner to conclude any other agreement related to the purpose of the confidential information.

6 . Notices:

6.1. Any notice or document delivered hereunder shall be:

1. Submitted online or,
2. In writing;
3. Delivered by hand, sent by registered mail, courier, fax, or email; and
4. Sent to the Party's address set forth in the beginning this Agreement or to any other address communicated to the other Party at any time thereafter.

6.2. The notice shall be deemed valid as of the receipt date, and shall be deemed received:

1. If delivered by hand at the receipt date;
2. During five (5) days of sending the notice via registered mail or courier; provided that it must be sent in a sealed envelope to the right address and the charges of the mail shall have been paid in advance; or
3. At the time of sending the notice in a legible manner if sent via fax or email; subject to receiving the transmission report indicating that the notice has been successfully sent to the recipient's fax number or email address.

6.3. If sending or receiving was beyond business days or after 2:30 PM (according to the recipient's local time), the notice shall be deemed received at 8:00 AM on the next business day.

7. Governing Law and Dispute Settlement

7.1. This Agreement and the contractual relationship between Parties shall be governed and construed in accordance with the laws of Dubai and the federal laws in force in the United Arab Emirates.

7.2. If any dispute or complaint arises between Parties concerning or in connection with this Agreement, the Parties agree to notify the other Party in writing of the dispute or the complaint and the same shall be discussed among each Party's Representatives who are competent to settle the dispute.

7.3. If the Representatives could not reach an agreement and could not settle the dispute via direct negotiations in good faith within thirty (30) days after a Party arises the dispute and notifies the other Party in writing (or any other period agreed upon between Parties), the dispute shall be referred to Dubai Courts for final settlement.   Parties, unconditionally and irrevocably, agree that Dubai Courts shall have the exclusive jurisdiction to settle any dispute arises or relevant hereto.

8. General Provisions

8.1. No Partnership or Agency

Nothing contained in this Agreement shall in any manner whatsoever establishes a partnership between Parties hereto or constitute any Party the partner or agent of the other Party for any purpose whatsoever.

8.2. Amendments

No amendment to this Agreement will be binding on Parties unless it is in writing, explicitly provides for the amendment hereto and signed by all Representatives of each Party.

8.3. Waiver

The rights of each Party hereto:

1. May be exercised when necessary;
2. Shall be comprehensive and shall not involve the deprivation of rights or legal protection means stipulated by Law; and
3. Shall only be waived if in writing and in concrete terms.

Neither the failure nor any delay by either Party in exercising any right shall operate as a waiver of such right.

8.4. Severability

If any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction, it shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the validity, legality and enforceability of such provision in any other jurisdiction. Whenever possible, Parties shall make the reasonable efforts to replace any provision held to be invalid, illegal or unenforceable with a valid, legal and enforceable provision to give effect to the original intent of the invalid provision.

8.5. Third Party Rights

Save as expressly provided herein, the Person not a Party to this Agreement shall not be obliged to execute the terms and conditions hereof.

8.6. Entire Agreement

The provisions hereof, together with all matters implicitly included, constitute the entire agreement and understanding between Parties and supersede all prior agreements and understandings unless Parties explicitly state otherwise. 

8.7. Additional Warranties

Each Party undertakes, at its own cost, to execute and sign all documents and take all other procedures required for enforcing this Agreement in whole.

8.8. Costs

Each Party shall pay its own costs and charges related to the conclusion of this contract.

8.9. Assignment

Neither this Agreement, any rights nor obligations hereunder shall be assigned by any of the Parties hereto, in whole or in part, to any third party; and any assignment of the Agreement or any provision hereof shall not be valid unless the prior written consent of the other Party has been obtained.

8.10. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall have the same authenticity and all such counterparts shall constitute the same agreement.  

• In witness whereof, the Parties hereto have caused this Agreement to be executed and delivered by their duly authorized Representatives as of the date of submission for the standards on the registration form.​