Draft NDNCA

AGREEMENT DATE:
CORPORATE NON-DISCLOSURE and NON-CIRCUMVENTION AGREEMENT
This Corporate Non- Disclosure and Non-Circumvention Agreement (“Agreement”) is entered

into and made effective as of the date set forth above, by and between:
Altaaqa Alternative Solutions Global FZE, a company incorporated under the laws of
JAFZA, Dubai, UAE and having its registered Office at Warehouse #RA08, VA01, JAFZA North,
Dubai, (hereinafter referred to as Altaaqa Global which expression shall unless it be
repugnant to the context or meaning thereof be deemed to mean and include its successors
and assigns) of the one part;
AND
______________ having its Registered office at ___________________ (hereinafter referred to as

Client which expression shall unless it be repugnant to the context or meaning thereof be
deemed to mean and include its successors and assigns) of the other part
THE PARTIES AGREE AS FOLLOWS:
1. CONFIDENTIAL INFORMATION. The confidential, proprietary and trade secret

information of the disclosing party to be disclosed hereunder is (i) information in
tangible form that bears a confidential, proprietary, secret or similar legend, and (ii)
discussions relating to that information whether those discussions occur prior to,
concurrent with, or following disclosure of the information. The disclosing party shall
make reasonable efforts to mark its confidential information in tangible form with any
of the aforementioned legends prior to disclosure. However, the disclosing party’s in
tangible form that does not bear any of these legends, and discussions relating to that
information shall nevertheless be protected hereunder as Confidential Information, if
the receiving party knew, or should have reasonable known under the circumstances,
that the information was confidential and had been communicated to it in confidence.
2. OBLIGATIONS OF RECEIVING PARTY: The receiving party will maintain the

confidentiality of the Confidential Information of the disclosing party with at least the
same degree of care that it uses to protect its own confidential and proprietary
information, but no less than a reasonable degree of care under the circumstances.
The receiving party will not disclose any of the disclosing party’s Confidential
Information to any employees or to any third parties except to the receiving party’s
employees, parent company and majority owned subsidiaries, who have a need to
know and who agree to abide by non-disclosure terms at least as comprehensive as
those set forth herein; provided that the receiving party will be liable for breach by any
such entity. For the purposes of this agreement, the term “employees” shall include
independent contractors of each party. The receiving party will not make any copies of
the Confidential Information received from the disclosing party except as necessary for
its employees, parent company and majority-owned subsidiaries with a need to know.
Any copies which are made will be identified as belonging to the disclosing party and
marked “Confidential”, “Proprietary” or with a similar legend.
3. NON-COMPETE COVENANT: The non-competition provisions of this agreement are

an essential and material part of this agreement, by which each Party agrees it shall
not use any advantages derivable from such Confidential Information in its own
business or affairs, unless the same is done pursuant to a new agreement executed by
all signatories to this document.
4. NON-CIRCUMVENTION: Each Party hereby agrees that their officers, directors,
agents, associates and any related parties, will not, directly or indirectly, contact, deal
with or otherwise become involved with any entity or any other entities or parties
introduced, directly or indirectly, by or through the other Party, its officers, directors,
agents or associates, without the specific written approval of that other Party.
5. TERMINATION OF OBLIGATION OF CONFIDENTIALITY : The Confidentiality

obligations set forth in this Agreement shall bind the parties for a period of five (5)
years from the date of disclosure of Confidential Information, unless any of the
exceptions set forth in Article 4 below occurs.
6. EXCEPTIONS TO THE OBLIGATION OF CONFIDENTIALITY : The receiving party will

not be liable for the disclosure of any Confidential Information which is:
(a) Generally made available publicly or to third parties by the disclosing party without
restriction on disclosure;
(b) Rightfully received from a third party without any obligation of confidentiality;
(c) Rightfully known to the receiving party without any limitation on disclosure prior to
its receipt from the disclosing party;
(d) Independently developed by employees of the receiving party;
(e) Required to be disclosed in accordance with applicable laws, regulations, court,
judicial or other government order, provided that the receiving party shall give the
disclosing party reasonable notice prior to such disclosure and shall comply with
any applicable protective order.
7. TITLE: Title or the right to possess Confidential Information as between the parties will
remain in the disclosing party.
8. NO OBLIGATION OF DISCLOSURE TERMINATION: Neither party has any obligation

to disclose Confidential Information to the other. Either party may terminate this
agreement at any time without cause upon written notice to the other party; provided
that each party’s obligations with respect to Confidential Information disclosed during
the term of this Agreement will survive any such termination. Either party may, at any
time: (a) cease giving Confidential Information to the other party without any liability,
and/or (b) request in writing the return or destruction of all or part of its Confidential
Information previously disclosed, and all copies thereof, and the receiving party will
promptly comply with such request, and certify in writing its compliance.
9. GENERAL:
(a) This Agreement is neither intended to nor will it be construed as creating a joint
venture, partnership or other form of business association between the parties, nor
an obligation to buy or sell products using or incorporating the Confidential
Information.
(b) Both parties understand and acknowledge that no license under any patents,
copyrights, trademarks, or maskworks is granted to or conferred upon either party
in this Agreement or by the disclosure of any Confidential Information by one party
to the other party as contemplated hereunder, either expressly, by implication,
inducement, estoppels or otherwise, and that any license under such intellectual
property rights must be express and in writing.
(c) The failure of either party to enforce any right resulting from breach of any
provision of this Agreement by the other party will not be deemed a waiver of any
right relating to a subsequent breach of such provision or of any right hereunder.
(d) This Agreement constitutes the sole and entire agreement between the parties
with respect to the Confidential Information and all restrictions thereon; it
supersedes any and all prior or contemporaneous oral or written agreements,
negotiations, communications, understandings and terms, whether express or
implied regarding the Confidential Information, and may not be amended except in
a writing signed by a duly authorized representative of the respective parties. Any
other agreements between the parties, including non-disclosure agreements, will
not be affected by this Agreement.
(e) The disclosing party disclaims all warranties regarding all Confidential Information
disclosed pursuant to this Agreement, including all warranties as to the accuracy or
utility of such Confidential Information.
(f) All disputes under this Agreement shall be subject to the jurisdiction of the Courts
of UAE.
For Altaaqa Alternative Solutions Global FZE
1. Name:
Designation:
2. Name:
Designation:
For
(Authorised Signatory)
Name:
Designation:
Witness:

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AGREEMENT DATE:

CORPORATE NON-DISCLOSURE and NON-CIRCUMVENTION AGREEMENT

This Corporate Non- Disclosure and Non-Circumvention Agreement (“Agreement”) is entered

having its Registered office at _____ (hereinafter referred to as

THE PARTIES AGREE AS FOLLOWS:

1. CONFIDENTIAL INFORMATION. The confidential, proprietary and trade secret

2. OBLIGATIONS OF RECEIVING PARTY: The receiving party will maintain the

3. NON-COMPETE COVENANT: The non-competition provisions of this agreement are

5. TERMINATION OF OBLIGATION OF CONFIDENTIALITY : The Confidentiality

6. EXCEPTIONS TO THE OBLIGATION OF CONFIDENTIALITY : The receiving party will

8. NO OBLIGATION OF DISCLOSURE TERMINATION: Neither party has any obligation

For Altaaqa Alternative Solutions Global FZE

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