Confidentiality Agreement - *****.

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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This agreement (the "Agreement") is entered into as of this ___ day of _____ 2013 between ____________________ Limited, having principal office at
__________________________________________________, (hereinafter referred to as "___________ which expression shall mean and include
unless repugnant to the context, its successors and permitted assigns) and ____________________________________., having office at
_____________________________________________________________ (hereinafter referred to as "_______, which expression shall mean and
include unless repugnant to the context, its successors and permitted assigns).

WHEREAS:
__________________ is executing the project _____________________________________________________ and has subcontracted the
_______________________________ to _________ (Subcontract No: ________________) vide ref: __________________ dated ____________;
In connection with aforesaid __________ WORKS, it may be necessary that the parties disclose certain information to the other party on a confidential
basis. The party disclosing certain information shall be identified as the "Discloser", and the party receiving certain information shall be identified as the
"Recipient" with regard to such information, each of them a "Party" or both jointly the "Parties".
1. Recipient shall treat as confidential and safeguard the information

agrees to protect Confidential Information in accordance with the

disclosed by the Discloser and/or its affiliates in connection with the

generally accepted standards of protection in the related industry, or in

Project all information, except as expressly excluded under clause 3

the same manner and to the same degree that it protects its own

below (the "Confidential Information"), before or during the term of this

confidential and proprietary information - whichever standard is the

Agreement.

higher. Recipient may disclose Confidential Information to Permitted

Additional Recipients provided always that such Permitted Additional

2. Recipient agrees to use the Confidential Information disclosed

Recipients sign with Recipient a confidentiality agreement substantially

hereunder solely for the purpose of evaluating / executing the Project.

similar hereto or where applicable, are required to comply with codes of

3. The term "Confidential Information" shall not include information:

3.1 which is generally available to the public other than as a result of a
breach of this Agreement; or
3.2 which is already in the possession of Recipient without restriction
prior to any disclosure hereunder; or
3.3 which is or has been lawfully disclosed to Recipient by someone
who is free lawfully to disclose the same without confidentiality
restrictions; or
3.4 which is independently developed by Recipient or its affiliates and
no Confidential Information disclosed hereunder has been used directly
or indirectly in such development; or
3.5 whose applicable period of confidentiality pursuant hereto, or such
other period specifically agreed to in writing by the parties, has ended.
4. Neither Party will distribute, disclose, or disseminate the Confidential
Information to anyone, except (i) to its affiliates' officers, directors, and
employees ("Representatives") on a need to know basis, provided always

professional conduct ensuring confidentiality of such information.

"Permitted Additional Recipients" means the Recipient's and the
Representative's authorised representatives, including auditors, counsels,
consultants and advisors to whom Recipient needs to disclose such
Confidential Information.
5. Notwithstanding anything to the contrary in this Agreement and any
related contractual documentation, Recipient must not use personal data
in any way without prior written approval of the affected person or
affected entity.
6. Except as provided herein or as may be required by applicable law or
legal process, each party agrees not to disclose to any person (i) that
discussions or negotiations are taking place concerning the Transaction,
(ii) the existence of this Agreement, or (iii) any of the proposals, terms,
conditions or other facts with respect to the Transaction, including the
status thereof, without the prior written consent of the other party.

that Recipient advises its Representatives of the obligations hereunder

7. Upon written request of Discloser, all Confidential Information in the

and takes reasonable measures to ensure adherence by such

possession or under the control of the Recipient shall be destroyed

Representatives, or (ii) except as may be required by applicable

provided that the Recipient and its Representatives shall be entitled to

mandatory law or legal process or as otherwise provided herein. For this

retain (i) copies of the Confidential Information as required for legal,

purpose of this Clause "affiliate" shall mean any entity, whether

regulatory, or audit purposes and (ii) Confidential Information stored on

incorporated or not, which presently or in the future, directly or indirectly

its computer back-up, archiving or disaster recovery systems.

owns, is owned by or is under common ownership with the Recipient, by

virtue of a controlling interest of 50 % or more of the voting rights or the

8. This Agreement is not intended to, and does not obligate either party

capital.

to enter into any further agreements or to proceed with the Transaction,

Recipient warrants that it applies reasonable safeguards against the

any possible relationship or other transaction. The Recipient

unauthorised disclosure of confidential and proprietary information and

acknowledges that the Discloser makes no representation or warranty,

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whether express or implied, as to the accuracy of completeness of the

16. This Agreement and the obligations hereunder, shall be binding upon

Confidential Information and the Discloser disclaims any and all liability

the parties hereto, their successors, and their permitted assignees. Neither

unless contained in any definitive agreement.

party may transfer or assign any of its rights or obligations under this

9. All Confidential Information disclosed hereunder shall remain at all

Agreement without the prior written consent of the other (which consent

times the property of Discloser and nothing contained in this Agreement

shall not be unreasonably withheld or delayed).

shall be construed as granting or conferring rights by license or otherwise

in any Confidential Information disclosed to the Recipient.

17. This Agreement is solely for the benefit of the parties and their
respective successors and permitted assigns, and this Agreement shall

10. Neither party nor its affiliates shall, during the effectiveness of this

not otherwise be deemed to confer upon or give to any other third party

Agreement directly or indirectly solicit for employment any person

any remedy, claim, liability, reimbursement, cause of action, or other

employed by the other party or its affiliates who is a senior or key

right.

employee subject to the Transaction provided that the foregoing shall not
prohibit a party or its affiliates from making a general advertisement to

18. If any provision of this Agreement, or part thereof, is found to be

the public, nor prohibit a party or its affiliates from employing any such

unenforceable, invalid or contrary to law ("Challenged Provision"), this

employee who contacts it on his or her own initiative in response to such

shall not affect any other part or aspect of this Agreement, and this

general advertisement.

Agreement shall remain in full force and effect pursuant to its terms,
minus the Challenged Provision, unless such severance would invalidate

11. If the Recipient is required to disclose Confidential Information

the principal purposes of this Agreement. If any provision is so severed,

pursuant to applicable law or legal process, the Recipient shall provide

the Parties agree to use best efforts to achieve the same result as was

the Discloser with prompt written notice of such requirement prior to

intended by such provision.

such disclosure where time permits and, upon Discloser's request take
reasonable steps to obtain an order protecting the Confidential

19. All notices (which term shall include all demands and claims) to a

Information from public disclosure.

party shall be in writing and sent to its address set forth at the beginning
of this Agreement or to such other address it may provide the other party

12. If the Recipient or one of the Recipient's affiliate has knowledge

in writing for such purpose. Notices may be sent by any commercially

that a Representative or a Permitted Additional Recipient has breached

common means, including post, courier, electronic mail and fax. A

its confidentiality obligations in respect of Confidential Information

notice shall be deemed given when received, except if received on a day

("Potential Claim"), then the Recipient shall promptly advise the

or time the recipient is not open for business, in which case it will be

Discloser. To the extent the breach has been caused by a Representative

deemed received on the next day the recipient is open for business.

or Permitted Additional Recipient, the Recipient also agrees to follow the

Discloser's reasonable instructions to pursue Potential Claims against
such Representative or Permitted Additional Recipient provided the

20. This Agreement shall terminate upon the termination of the

Subcontract.

Discloser agrees to indemnify the Recipient for all costs reasonably and
properly incurred in connection with following such instructions.

21. Any amendment to this Agreement must be in writing and duly

signed by each party.

13. To the extent a breach of this Agreement has been caused by

Recipient or its affiliates, the Recipient agrees to indemnify the other

22.

party for all damages, costs and related expenses reasonably incurred in

accordance with the federal laws of the United Arab Emirates and the

This Agreement shall be governed by and construed in

accordance with this Agreement.

laws and regulations in force in the Emirate of Dubai. Any dispute or

difference arising out of or in connection with this Agreement, including

14. Except to the extent expressly stated otherwise in this Agreement

any question regarding its existence, validity or termination or the legal

and provided always that it has not acted fraudulently or with intentional

relationships established by this Agreement, which cannot be settled

misconduct, each party will not be liable (to the fullest extent permitted

amicably within sixty (60) calendar days from the notification by one

by applicable law) whether by way of indemnity or guarantee or by

Party to the other Party of such dispute, shall be resolved by arbitration

reason of any breach of contract, statutory duty or tort (including

and submitted to the International Court of Arbitration of the

negligence) or any other legal principle for (i) any loss of profit, use,

International Chamber of Commerce and shall be finally settled under

revenue, anticipated saving, product, bargain or opportunity or (ii) any

the Rules of Arbitration of the International Chamber of Commerce by

special, indirect, consequential or punitive losses or damages.

three (3) arbitrators appointed in accordance with the said Rules. The

15. No failure or delay by either party in exercising any right, power or

privilege shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof. A waiver
of a party's rights under this Agreement shall be effective only if that
party agrees expressly in writing.

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language of the arbitration shall be English. However, no Party shall be

prevented from enforcing its own intellectual property right remedies, or
seeking in the competent courts of any country an injunction or other
interim relief remedy.
23. This Agreement may be executed in any number of counterparts,
each of which shall be an original and all of which shall constitute but

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one and the same instrument. Upon execution by the parties, this

Agreement shall take effect as of the date first written above.

Signature:
Printed name:

Signature:
Printed name:

Signature:
Printed name:

Signature:
Printed name:

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