Non-Disclosure Agreement (NDA) template

Non-Disclosure (Confidentiality) Agreement Template Compliant with the Laws of Saudi Arabia

On / / AH, corresponding to / / AD, in the city of ........, it was agreed between: First Party: ........................ (Commercial Registration No. ............, if any), National ID/Iqama No.: ............, National Address: ................ Second Party: ........................ (Commercial Registration No. ............, if any), National ID/Iqama No.: ............, National Address: ................ Clause One: Purpose The two parties are exchanging information for the purpose of: ........................................, and this agreement is a precondition for any disclosure. Direction of confidentiality: (mutual between the two parties / one-way — the disclosing party is: ................). Clause Two: Definition of Confidential Information Any information disclosed by one party to the other, in writing, orally or electronically, in connection with the above purpose, including, by way of example: plans, prices, customer and supplier lists, financial, technical and software data, samples and prototypes. Clause Three: Exceptions Information shall not be considered confidential if it:

• was public at the time of disclosure, or subsequently became public without any breach by the receiving party;
• was in the receiving party's possession before disclosure, as evidenced in writing;
• reached the receiving party from a lawful source not bound by confidentiality;
• was required to be disclosed by order of a competent judicial or regulatory authority, provided that the other party is notified immediately and disclosure is limited to the extent necessary.

Clause Four: Obligations of the Receiving Party

• To use the information solely for the specified purpose and not disclose it to third parties.
• To restrict access to those employees and advisers who need to know, after binding them to the same confidentiality, and to remain responsible for any breach by them.
• To protect the information with no less care than it uses to protect its own information.
• To return or destroy the information and any copies within (........) days of a request by the disclosing party or the end of the purpose.

Clause Five: Term This agreement takes effect from its date, and the confidentiality obligation continues for a period of (........) from the date of the last disclosure; it remains in force even if no contract is concluded between the parties. Clause Six: No Transfer of Rights This agreement does not create any right of ownership or licence for the receiving party in the information or any related intellectual property rights, and does not oblige either party to enter into a contract. Clause Seven: Breach In the event of a breach, and after written notice to the National Address, the injured party shall be entitled to compensation of (............) Saudi riyals, together with the right to seek a halt to the breach and to claim for any greater damage. Clause Eight: General Provisions

• This contract is governed by the laws of the Kingdom, in particular the Civil Transactions Law; the competent judicial authority has jurisdiction over any dispute.
• Leniency in claiming a right shall not be deemed a waiver of it, and if any clause is held invalid, the remaining clauses remain in force.
• Executed in two copies, one held by each party.

First Party: Name: ................ Signature: ................ Date: / / AH Second Party: Name: ................ Signature: ................ Date: / / AH