NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (hereinafter referred to “AGREEMENT”) is

made on _____________________ by and between

(DATE YYYYMMDD)

INTERACTIVE ADVERTISING BUREAU, a duly registered association under the laws of UAE and
having its office at Dubai Association Centre, 2nd Floor, The Offices 02 Building in One
Central, World Trade Center, Dubai, United Arab Emirates, (hereinafter referred to as the
“IAB”).
and
_____________________________________________ national of __________________ holding
(FIRST AND LAST NAME) (COUNTRY NAME)

passport number ____________________________, representing ________________________

(number) (COMPANY NAME)

the elected Board Member of the IAB.

“DISCLOSING PARTY” means a party that discloses Confidential Information under this
Agreement.
“RECEIVING PARTY” means a party that receives Confidential Information under this
Agreement.
(Each a “Party” and collectively the “Parties”).
In consideration of the mutual promises and covenants made herein, the receipt and
sufficiency of which is hereby acknowledged, and with the intent to be legally bound
hereby, the Parties agree as follows:
1. The Disclosing Party agrees that in the execution of their duties at the IAB, they may
disclose certain information in connection with their organizational and business plans,
project data and other sensitive information, for the purposes of the Parties conducting
the business of the IAB “Purpose” and in compliance with the IAB’s Data and Privacy
Policy and Information Security Policy.
2. For purposes of this Agreement, “Confidential Information” shall include all information
or material that has or could have commercial value or other utility in the business in
which Disclosing Party is engaged, such as, but not limited to technical information
including methods, processes, systems, techniques, computer programs, research
projects, specific clients’ plans, clients’ media rates and deals, and clients’ business
information including marketing data or plans.
3. In consideration of the exchange of Confidential Information the Receiving Party
agrees;
(a) to hold the Confidential Information in confidence;
(b) not to disclose, publish or communicate the Confidential Information to any third
party;

Dubai Association Centre, 2nd Floor, The Offices 02 Building in One Central
Dubai World Trade Center, P.O. Box 9292, Dubai, UAE
 (c) to use the Confidential Information wholly and exclusively in relation to the Purpose
and not to use any part of the Confidential Information for any other purpose
(including any competitive or commercial purpose) whatsoever;
(d) to abide by the other terms set out in this Agreement;
(e) to ensure that each person to whom disclosure of Confidential Information is made
is fully aware in advance of the Receiving Party’s obligations under this Agreement;
(f) to keep confidential and not to reveal to any person, firm or company that
discussions or negotiations are taking place or have taken place between the
Parties in connection with the proposed transaction;
(g) to treat and safeguard as private and confidential all the Confidential Information,
and ensure proper and secure storage of the same. All Confidential Information
should be clearly marked by the Receiving Party as belonging to the Disclosing
Party;
(h) to make copies of the Confidential Information only to the extent strictly necessary
for the Purpose all Confidential Information copied by the Receiving Party should be
clearly marked by the Receiving Party as belonging to the Disclosing Party; and
(i) destroy or return at the discretion of the Disclosing Party the Confidential
Information and all copies thereof, except those that may be required to be retained
in compliance with any legal or regulatory obligation of the Receiving Party.
4. The Receiving Party may disclose the Confidential Information:
(a) to those of its directors, officers, and employees who need to know the same on the
basis that the Receiving Party will inform each of them of the confidential nature of
the Confidential Information and of the Receiving Party’s obligations under this
Agreement and that such directors, officers, and employees agree to keep the same
confidential on the terms of this Agreement;
(b) in accordance with the written authorization of the Disclosing Party; or
(c) as required by law, including by any judicial authority in the UAE or government
body or regulatory authority, provided however, that in the event of a proposed
disclosure pursuant to this clause 4(c), the Parties shall co-operate in good faith
regarding the timing and the content of any disclosure.
5. The restrictions on use or disclosure of the Confidential Information will not apply to:
(a) any information which is in the public domain (provided that this has not happened
because of a breach of this Agreement or any other duty of confidentiality);
(b) any information which the Receiving Party can clearly demonstrate was already
possessed prior to disclosure by the Disclosing Party and where the Receiving
Party was at the time of such disclosure free to disclose that information to others;
(c) any information which can be clearly demonstrated to be independently originated
by the Receiving Party from a third party in circumstances in which such party is
free to disclose it to others.
6. The confidentiality obligations in this Agreement shall apply to the Receiving Party for a
period of 2 years from the date of receipt of Confidential Information; and the
confidentiality obligations in this Agreement in relation to Confidential Information
retained pursuant to Clause 3(i) shall apply to the Receiving Party for an unlimited
period.
7. Each Party understands and acknowledges that the Confidential Information is supplied
to the other Party solely to assist that Party with the Purpose and that neither the other

Dubai Association Centre, 2nd Floor, The Offices 02 Building in One Central
Dubai World Trade Center, P.O. Box 9292, Dubai, UAE
 Party nor any of its personnel is making any representation or warranty, express or
implied, as to the accuracy, adequacy or completeness of the Confidential Information
disclosed, and that neither the other Party nor any of its personnel will have any liability
to any person resulting from any use of the Confidential Information. Each Party further
acknowledges that it will rely exclusively on the results of its own investigations,
together with such express warranties or indemnities (if any) as may be given in any
agreement made following the supply of the Confidential Information pursuant to this
Agreement.
8. This Agreement and each party’s obligations shall be binding on the representatives,
assigns and successors of such party.
Each party has signed this Agreement through its authorized representative.

SIGNED BY SIGNED BY

FOR AND ON BEHALF OF FOR AND ON BEHALF OF INTERACTIVE

ADVERTISING BUREAU
___________________________________
(COMPANY NAME)

NAME: __________________________ NAME: IAN MANNING

TITLE: ___________________________ & TITLE: AUTHORIZED REPRESENTATIVE &
(TITLE) SIGNATORY
IAB BOARD MEMBER / SUBSTITUTE
BOARD MEMBER

NAME: AYMAN HAYDAR

TITLE: AUTHORIZED REPRESENTATIVE AND
SIGNATORY, BOARD MEMBER

Dubai Association Centre, 2nd Floor, The Offices 02 Building in One Central
Dubai World Trade Center, P.O. Box 9292, Dubai, UAE