Commercial & IP generatorUAE · DIFC
Confidential Information & IP Assignment Agreement (DIFC)
A standalone employee/contractor confidentiality and IP-assignment agreement under DIFC and UAE law. It assigns work-product IP to the company and imposes confidentiality and restraints.
What is a Confidential Information & IP Assignment Agreement?
A Confidential Information & IP Assignment Agreement (DIFC) is a standalone confidentiality and IP-assignment agreement for an employee or contractor under DIFC and UAE law. It assigns work-product IP to the company and imposes confidentiality and restraints.
DIFC employers or engagers who want a dedicated agreement that assigns all work-product IP to the company and locks down confidentiality, signed alongside an employment or consultancy contract.
Confidential Information & IP Assignment Agreement template, current for 2026
The IP assignment is framed under DIFC common law and UAE Federal IP legislation (the Copyright Law and the Patents Law), the confidentiality terms carry DIFC-appropriate restraints, and moral rights are waived to the extent permitted.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Confidential Information & IP Assignment Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- The Company (employer / engaging entity) The DIFC entity that will own the assigned intellectual property and to whom confidentiality is owed. Its full legal name and registered details appear throughout the agreement.
- Company registration number The Registrar of Companies / DIFC registration number identifies the Company on the execution page and in the recitals.
- Company registered address (DIFC) Used for the party block and as the address for service of formal notices.
- The Individual (employee or contractor) The person granting confidentiality undertakings and assigning IP. Their name appears in the party block, recitals and signature block.
- Individual's identification (Emirates ID / passport no.) Identifies the Individual on the execution page for enforceability and to distinguish them from any namesake.
- Individual's address Used for the party block and for service of notices on the Individual.
- Nature of the engagement An employee makes this an employment instrument with DIFC Employment Law framing; a contractor makes it an independent-contractor instrument for services, with no employment relationship.
- Is the Individual DIFC-registered or onshore-seconded? This determines which labour regime governs any restraints. A DIFC-registered employee sits under DIFC Employment Law No. 4 of 2021 (as amended) and DIFC common-law restraint-of-trade principles. An individual engaged onshore or seconded to a mainland entity may instead be subject to onshore UAE labour law, including the non-compete rules and the two-year cap in Federal Decree-Law No. 33 of 2021. If in doubt, select DIFC-registered only where the Individual's registered employer is a DIFC establishment.
- Individual's role / job title Recited to describe the capacity in which the Individual works and creates work product.
- Effective date of this agreement The date from which the confidentiality and assignment obligations run. Often the start date of employment or engagement.
- Does a separate employment/services agreement exist? If yes, this agreement is expressed as ancillary to and surviving that principal agreement, which is standard for onboarding paperwork.
- Date of the principal employment/services agreement Cross-references the underlying contract this confidentiality/IP agreement supplements.
- Consideration supporting the Individual's undertakings UAE and DIFC law do not strictly require consideration for a contract. Reciting it still strengthens enforceability, so choose what supports these covenants.
- One-time consideration sum (AED) The specified amount recited as consideration for the confidentiality and assignment covenants.
- Will the Individual handle personal data in the role? Select yes where the Individual will access, process or handle personal data of employees, clients, counterparties or other data subjects. This adds a data-protection covenant under DIFC Data Protection Law No. 5 of 2020, ties the Individual to the Company's data policies, and treats personal data as Confidential Information. Most substantive roles need it.
- Does the Individual have prior inventions to exclude? Anything the Individual created before the engagement that they own and want carved out of the assignment. If yes, they are listed in a schedule.
- List of excluded prior inventions These items are scheduled as owned by the Individual and excluded from the assignment of work product.
- Include a moral-rights (author's rights) provision? UAE Federal Decree-Law No. 38 of 2021 (Copyright and Neighbouring Rights) recognises moral rights that are perpetual and inalienable and cannot be assigned or, in practice, effectively waived. The recommended mechanism is therefore an irrevocable non-assertion undertaking coupled with the author's consent to the Company's acts, rather than a bare waiver. Select yes to include that mechanism.
- Which post-engagement restraints should apply? For a DIFC-seated engagement, restraints are governed by DIFC Employment Law No. 4 of 2021 (as amended) and DIFC common-law restraint-of-trade principles: a restraint is enforceable only so far as it protects a legitimate business interest (confidential information, trade secrets, client and workforce connection) and is no wider than reasonably necessary in duration, area and activity. Select the restraints to include; each is scoped and time-limited to survive that reasonableness test.
- Duration of post-engagement restraints (months) Under DIFC common law there is no fixed statutory maximum; a restraint stands only if its duration is no longer than reasonably necessary to protect the legitimate interest, so shorter periods (commonly 3 to 12 months) are far more readily enforced. If the Individual is onshore or seconded under mainland UAE labour law, a hard cap applies: Federal Decree-Law No. 33 of 2021 (art. 10) limits non-compete to two years (24 months). Applies to the selected restraints.
- Geographic scope of the non-compete Define the smallest area that protects the Company's legitimate interest. A restraint wider than the territory in which the Individual actually influenced clients or competed risks being struck down under DIFC common-law reasonableness. Keep it no broader than necessary.
- Restricted business / activities for the non-compete Specify the competing activity narrowly around the Company's actual business and the Individual's real access. A restraint on activities the Individual never touched is unlikely to be reasonable or enforceable.
- May the Company place the Individual on garden leave? Garden leave keeps the Individual employed but away from work and clients during a notice period. If yes, the agreement provides that any period of garden leave served is set off against, and reduces day-for-day, the post-engagement restraint period, which both reflects DIFC good practice and strengthens the reasonableness of the restraints.
- Days to return Company property after termination The window within which the Individual must return all Company materials and confidential information on the engagement ending.
- Include a liquidated-compensation clause for breach? UAE and DIFC law permit agreed compensation for breach, subject to the court's or tribunal's power to adjust it to the actual loss suffered. Optional deterrent.
- Agreed compensation amount per breach (AED) The pre-agreed sum payable per material breach, subject to judicial or arbitral adjustment to actual loss.
- Governing law DIFC has its own common-law system and courts. Choose DIFC law (typical for DIFC entities) or onshore UAE federal law. Your choice also determines which restraint regime the drafting foregrounds.
- Dispute resolution forum Sets where disputes are heard. The choices are the DIFC Courts (an English-language common-law court), confidential arbitration, or the onshore Dubai Courts.
- Seat of arbitration The legal seat governing the arbitration procedure.
- Company notice email Address for delivering formal notices to the Company under the notices clause.
- Individual notice email Address for delivering formal notices to the Individual under the notices clause.
Frequently asked
About the Confidential Information & IP Assignment Agreement and how HDAi works.
What is a Confidential Information & IP Assignment Agreement (DIFC)? +
A Confidential Information & IP Assignment Agreement (DIFC) is a standalone confidentiality and IP-assignment agreement for an employee or contractor under DIFC and UAE law. It assigns work-product IP to the company and imposes confidentiality and restraints. DIFC employers or engagers use it when they want a dedicated agreement that assigns all work-product IP to the company and locks down confidentiality, signed alongside an employment or consultancy contract.
Is HDAi's Confidential Information & IP Assignment Agreement (DIFC) legally binding? +
The Confidential Information & IP Assignment Agreement (DIFC) HDAi generates becomes binding once it is completed, reviewed, and properly signed. If you send the draft to a Hart David Carson attorney, the attorney reviews the commercial terms from a US-law perspective after a planning call and, because the agreement is governed by foreign law, coordinates with locally admitted counsel (quoted separately) before you sign.
Do I need a lawyer to use this Confidential Information & IP Assignment Agreement (DIFC)? +
You can generate and download the Confidential Information & IP Assignment Agreement (DIFC) in minutes at no charge. If you want it finished, a licensed Hart David Carson attorney reviews the restraints and the IP terms with you and coordinates with locally admitted DIFC counsel where the agreement needs it, which is the part no template supplies.
What makes this Confidential Information & IP Assignment Agreement (DIFC) current for 2026? +
The IP assignment is framed under DIFC common law and UAE Federal IP legislation (the Copyright Law and the Patents Law), the confidentiality terms carry DIFC-appropriate restraints, and moral rights are waived to the extent permitted.
How long does the Confidential Information & IP Assignment Agreement (DIFC) take? +
Estimated time about 16 min (31 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Confidential Information & IP Assignment Agreement (DIFC) work in the DIFC? +
Yes. This version is drafted for DIFC law and terminology. It is not a relabeled U.S. form. A licensed attorney coordinates with locally admitted counsel where required.
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