Commercial & IP generatorUAE · DIFC
Mutual Non-Disclosure Agreement (DIFC)
A two-way confidentiality agreement governed by DIFC law, for parties exploring a transaction or collaboration who will each share confidential information.
What is a Mutual Non-Disclosure Agreement?
A Mutual Non-Disclosure Agreement (DIFC) is a two-way confidentiality agreement governed by DIFC law. It is for parties exploring a transaction or collaboration who will each share confidential information with the other.
Built for two parties who both share confidential information and both want it protected, as is typical before a JV, investment, M&A, or vendor evaluation.
Mutual Non-Disclosure Agreement template, current for 2026
The governing-law and jurisdiction clause defaults to DIFC law and the DIFC Courts, data handling is aligned to DIFC Data Protection Law No. 5 of 2020, and a UAE Penal Code criminal-disclosure note is optional.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Mutual Non-Disclosure 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.
- What is the effective date of this Agreement? The date the NDA takes effect. If parties will sign on different days, this is typically the date of the last signature.
- First party (Party A) details The identity of the first disclosing/receiving party. Since this is a mutual NDA, both parties both disclose and receive.
- Second party (Party B) details The identity of the second disclosing/receiving party.
- What is the Purpose for which confidential information will be shared? The permitted purpose defines and limits how the other party may use your information. Be specific, for example 'evaluating a potential joint venture in DIFC-based fund administration services'. A narrow, well-drafted purpose is your strongest protection.
- Short name for the contemplated transaction (optional) An optional shorthand (e.g. 'the Project', 'Project Falcon') used throughout the document to refer to the potential deal.
- How many years should confidentiality obligations survive after the Agreement ends? The period during which the receiving party must keep information confidential after termination. 3–5 years is common for commercial deals; trade secrets are often protected for as long as they remain secret.
- Should trade secrets be protected indefinitely, after the fixed term ends? If yes, information that qualifies as a trade secret remains protected for as long as it stays secret, even after the fixed confidentiality period expires.
- How long should the Agreement itself remain in force (the disclosure period)? The window during which the parties may exchange confidential information under this NDA. After it ends, no new disclosures are covered, but confidentiality obligations continue for the survival period above.
- How should oral or visual disclosures be treated? Some NDAs only protect information marked 'Confidential'. Others protect everything a reasonable person would understand to be confidential. The stricter marking requirement is cleaner but risks leaving unmarked disclosures unprotected.
- Within how many days must oral/visual disclosures be confirmed in writing? Only relevant if oral disclosures require written confirmation. A short window (e.g. 15–30 days) is typical.
- Who may the receiving party share confidential information with (its Representatives)? The categories of people and entities on the receiving side who need the information for the Purpose. Each must be bound to equivalent confidentiality obligations, and the receiving party stays responsible for their breaches.
- On termination or request, should information be returned, destroyed, or either at the discloser's choice? Governs what happens to confidential materials when the deal ends or the discloser demands them back. 'Either, at the discloser's election' is the most protective for the disclosing side.
- Include a 'residuals' clause? A residuals clause lets a party use the general know-how, ideas, and concepts its people retain in unaided memory, without reference to your documents. It helps the receiving side and can weaken protection, so many disclosers omit it.
- Include a mutual non-solicitation of employees clause? Prevents each side from poaching the other's key employees they meet through the discussions, for a set period. Common in deal NDAs. Note DIFC employment-law limits on enforceability against departing individuals.
- For how many months should the non-solicitation restriction last? Duration of the no-poaching obligation, typically running from the effective date or termination. 12 months is common.
- Include a no-publicity / no-announcement clause about the discussions themselves? Keeps the existence of the talks confidential. Neither side may announce or comment publicly without consent. Useful for sensitive M&A or investment discussions.
- Will any personal data be exchanged (triggering DIFC Data Protection Law 2020)? If personal data will be shared, add a clause requiring compliance with the DIFC Data Protection Law No. 5 of 2020. Include this if either side will receive names, contact details or other personal information.
- Acknowledge that damages may be inadequate and injunctive relief is available? Confirms that a breach can cause irreparable harm and the innocent party may seek an injunction from the DIFC Courts without posting security. Strongly recommended.
- How should disputes be resolved? The DIFC Courts are an English-language common-law court with jurisdiction over DIFC matters. Alternatively, DIFC-LCIA-style arbitration (now under arbitrationDIFC / the DIAC-DIFC Arbitration Institute) offers privacy and cross-border enforceability under the New York Convention.
- Which arbitration rules and how many arbitrators? Only relevant if you chose arbitration. Name the rules (e.g. 'DIAC Arbitration Rules 2022') and the tribunal size (e.g. 'a sole arbitrator').
- Allow execution in counterparts and by electronic signature? Lets each party sign a separate copy and use e-signature (valid under the DIFC Electronic Transactions Law). Almost always yes for speed and remote signing.
- Any additional special terms or carve-outs? (optional) Anything specific to your situation, for example an existing NDA that this supersedes, a standstill obligation, or particular categories of especially sensitive information. Leave blank if none.
Frequently asked
About the Mutual Non-Disclosure Agreement and how HDAi works.
What is a Mutual Non-Disclosure Agreement (DIFC)? +
A Mutual Non-Disclosure Agreement (DIFC) is a two-way confidentiality agreement governed by DIFC law, for parties exploring a transaction or collaboration who will each share confidential information. Two parties who both share confidential information and both want it protected use it, typically before a JV, investment, M&A, or vendor evaluation.
Is HDAi's Mutual Non-Disclosure Agreement (DIFC) legally binding? +
The Mutual Non-Disclosure Agreement (DIFC) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. Every HDAi draft can be routed to a Hart David Carson attorney, who reviews the commercial terms from a US-law perspective after a planning call and, because this document is governed by foreign law, coordinates with locally admitted counsel (quoted separately) before you sign.
Do I need a lawyer to use this Mutual Non-Disclosure Agreement (DIFC)? +
You can generate and download the Mutual Non-Disclosure Agreement (DIFC) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Mutual Non-Disclosure Agreement (DIFC) current for 2026? +
Its governing-law and jurisdiction clause defaults to DIFC law and the DIFC Courts. Data handling is aligned to DIFC Data Protection Law No. 5 of 2020, and an optional note covers criminal disclosure under the UAE Penal Code.
How long does the Mutual Non-Disclosure Agreement (DIFC) take? +
Estimated time about 11 min (22 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 Mutual Non-Disclosure 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.
Other jurisdictions
The same document, drafted for another jurisdiction’s law.