Non-disclosure agreement template

Non-Disclosure Agreement

Contract no.: Contract number

Date: Contract date

Place: City of signing

Parties

First Party (Disclosing Party): First party name, CR / ID no. First party CR, national address: First party address, e-mail: First party e-mail, mobile: First party mobile, represented by First party signatory as First party signatory title.

Second Party (Receiving Party): Second party name, CR / ID / freelance document no. Second party CR, VAT no.: Second party VAT no., national address: Second party address, e-mail: Second party e-mail, mobile: Second party mobile, represented by Second party signatory as Second party signatory title.

Article 1: Recitals and definitions

1.1 Whereas the parties are discussing: Purpose of disclosure, and the Disclosing Party may reveal confidential information needed for it, they agree as follows.

1.2 The recitals and schedules form an integral part of this Contract and are read with it. In a conflict, this Contract prevails, then the schedules in numerical order.

1.3 "Business Day" means any day other than Friday, Saturday and an official holiday in the Kingdom of Saudi Arabia. "Laws" means the laws and regulations in force in the Kingdom.

1.4 Where both exchange information, each is a Disclosing Party for what it reveals and a Receiving Party for what it gets: Mutual / one-way.

1.5 Each party confirms that it has legal capacity to contract, that its signatory is authorised, and that entering into this Contract breaches no other obligation binding on it.

Article 2: Confidential information

2.1 This means all non-public information about the Disclosing Party, its customers or business, disclosed in any form, oral, written or electronic, before or after this Agreement, including:

• plans, prices, costs, financial data, customers and suppliers.

• trade secrets, software, code and designs, and anything derived from analysing them.

• the existence and terms of these discussions, unless the parties agree to announce them.

2.2 No "confidential" marking is needed where the nature of the information shows it is confidential.

Article 3: Obligations

3.1 The Receiving Party shall:

• keep the information with no less care than its own, using reasonable security measures.

• use it for the stated purpose only, copy it only as needed, and not reverse engineer it.

• disclose it only to staff and advisers who need it and are bound by equal confidentiality, being responsible for them.

• tell the Disclosing Party at once on learning of any unauthorised disclosure or access.

Article 4: Exceptions

4.1 These obligations do not cover what the Receiving Party proves:

• was or became public without its fault.

• was lawfully held by it before receipt, or came from a third party without restriction.

• was developed independently without using the confidential information.

4.2 If a competent authority lawfully demands disclosure, it may be made only as far as required, after telling the Disclosing Party where possible.

Article 5: Rights and ownership

5.1 The information stays the Disclosing Party's. This Agreement gives no licence or right in a mark, patent or copyright, and does not oblige either party to complete any deal.

5.2 Information is given as it is, with no warranty of accuracy, except as a later contract provides.

5.3 Any personal data in the information is processed only under the Personal Data Protection Law, and only as far as needed.

Article 6: Term and return

6.1 Disclosure period: Disclosure period from signature. Confidentiality lasts 3 years after it ends, and for trade secrets as long as they remain secret.

6.2 On request or at the end, the recipient returns or destroys the information within 15 days and confirms in writing; it may keep what a law requires or automatic backups, which remain confidential.

Article 7: Breach and remedies

7.1 On breach, the party at fault compensates actual proved loss, and the Disclosing Party may seek an immediate stop through the competent authority.

7.2 Disclosing trade secrets or unlawful access may breach other laws, such as the Anti-Cyber Crime Law, and this Agreement does not limit them.

7.3 Neither party deals directly with the other's staff or customers it met through these talks during Non-solicit period, where the aim is to bypass the other.

Article 8: Representations and warranties

8.1 The Disclosing Party and the Receiving Party each confirm the following at signing, and shall tell the other at once if any of it changes:

• the details and documents it has provided are true and complete on everything affecting the other's decision, and it has hidden nothing it knows to be material.

• no claim, seizure, disposal ban, bankruptcy or legal bar prevents performance of this Contract.

• the purpose of contracting is lawful, and this Contract is no cover for any prohibited dealing.

• it holds the licences, approvals and legal capacity needed to sign and perform this Contract, and will keep them valid throughout.

8.2 An untrue material statement is a breach of this Contract, subject to its terms and the Civil Transactions Law; deliberately misleading information is deceit that allows annulment and compensation to be sought.

Article 9: Documents, correspondence and proof

9.1 Each party keeps a copy of this Contract, its schedules, payment receipts and handover reports for at least 5 years after it ends, or any longer statutory period.

9.2 Correspondence through the e-mail or mobile at the head of this Contract, and approved government platforms, is proof where it can be attributed to its sender, under the Electronic Transactions Law and the Evidence Law. Nothing said orally changes this Contract.

9.3 The party receiving money gives a receipt for each sum, stating what it covers. No payment is a final release unless that is stated in writing.

Article 10: Successors and third parties

10.1 This Contract binds the parties and their lawful successors, within the limits of any estate, unless a party's person was central to contracting. On death, the heirs or their representative shall tell the other party within a reasonable time, and rights are settled under Sharia and the Laws.

10.2 This Contract creates no right for anyone other than the parties unless stated. A party's dealing with what is its own does not affect the other's rights here, and nothing can be raised against a third party in good faith who did not know of it until it is documented or registered where that is required.

Article 11: Force majeure and exceptional circumstances

11.1 A party is not liable for delay or failure caused by an event beyond its control that was unforeseeable and unavoidable, provided it notifies the other within 7 days and makes reasonable efforts to limit the effect. Force majeure does not excuse paying what fell due before it occurred.

11.2 Affected obligations are suspended for the duration. If the event lasts more than 60 days, either party may terminate by written notice, with payment for work actually performed.

11.3 If unforeseeable general exceptional circumstances make performance so onerous as to threaten a heavy loss, the affected party may request renegotiation without delay while continuing to perform, as provided by the Civil Transactions Law.

Article 12: General provisions

12.1 Notices are in writing and sent to the addresses at the head of this Contract; the registered e-mail is valid, and a notice counts as received on the next Business Day. Each party shall report any change of address.

12.2 Neither party may assign this Contract or subcontract without the other's prior written approval, and it remains responsible for its subcontractors.

12.3 Delay in using a right does not waive it, and this Contract changes only by a signed written annex. If a provision is void the rest stays in force, unless that provision was the reason for contracting.

12.4 The parties shall comply with the rules against bribery, corruption and money laundering. Neither is the agent, partner or employer of the other, and each bears the obligations of its own staff.

12.5 This Contract may be signed electronically under the Electronic Transactions Law, and electronic signatures and records have their legal force. It is made in two copies, one for each party.

Article 13: Governing law and disputes

13.1 This Contract is governed by the laws of the Kingdom of Saudi Arabia, including the Civil Transactions Law, and in a manner consistent with Islamic Sharia.

13.2 The parties shall try to settle any dispute amicably through their representatives within 30 days of notice, and may then use conciliation through the Taradhi platform.

13.3 If it remains unresolved, it shall be decided by: Forum: the competent courts in the city of ... / arbitration under the rules of the Saudi Center for Commercial Arbitration, seated in .... The parties shall keep performing whatever the dispute does not affect.

13.4 Where made in Arabic and English, the Arabic text prevails in any difference.

Schedules

• Schedule 1: description of the project or purpose, and permitted persons.

Signatures

The parties sign this Contract after reading and accepting all of its terms.

| First Party (Disclosing Party) | Second Party (Receiving Party) |

| --- | --- |

| Name: First party signatory | Name: Second party signatory |

| Signature: First party signature | Signature: Second party signature |

| Date: Signing date | Date: Signing date |