Proprietary Information Agreement

Proprietary Information Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

"I need a Proprietary Information Agreement under Saudi law for a technology company sharing sensitive software development information with a potential manufacturing partner in Riyadh, with special emphasis on protecting source code and technical specifications."

Document background

The Proprietary Information Agreement is essential for businesses operating in Saudi Arabia who need to protect confidential information during business discussions, partnerships, or service arrangements. This document is specifically designed to comply with Saudi Arabian law, including recent data protection regulations and Sharia principles. It is commonly used before entering into detailed business discussions, during due diligence processes, or when engaging with contractors, consultants, or potential business partners. The agreement covers various types of confidential information including trade secrets, technical know-how, customer data, and business strategies, while incorporating specific provisions required under Saudi jurisdiction for enforceability and remedies. It serves as a crucial risk management tool, particularly important in sectors where intellectual property and confidential information are key business assets.

Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names, addresses, and registration details as per Saudi commercial registration requirements

2. Background: Context of the agreement, purpose of sharing confidential information, and brief description of the business relationship

3. Definitions: Detailed definitions including 'Confidential Information', 'Authorized Purpose', 'Authorized Representatives', and other key terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, protection, and non-disclosure requirements

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

7. Security Measures: Specific security measures required to protect confidential information, including compliance with Saudi data protection requirements

8. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon termination or request

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Remedies: Legal remedies available in case of breach, including injunctive relief and damages

11. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction of Saudi courts

Optional Sections

1. Data Protection Compliance: Additional provisions for compliance with Saudi data protection laws when confidential information includes personal data

2. Export Control: Provisions regarding compliance with Saudi export control regulations when applicable

3. Electronic Information Security: Specific provisions for protecting electronic data and compliance with Saudi cybersecurity regulations

4. Third Party Rights: Provisions addressing rights of third parties whose confidential information may be involved

5. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the business relationship

6. Shariah Compliance Declaration: Explicit statement of Shariah compliance, particularly important for financial institutions or when required by parties

7. Force Majeure: Provisions for unforeseen circumstances preventing performance, adapted to Saudi law requirements

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of authorized representatives from each party who may access confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols required for protecting confidential information

4. Schedule 4 - Approved Third Party Recipients: Pre-approved third parties who may receive confidential information, if any

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for employees or third parties

6. Appendix B - Data Processing Requirements: Specific requirements for processing personal data under Saudi law, if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology and Software

Manufacturing and Industrial

Professional Services

Healthcare and Pharmaceuticals

Financial Services

Energy and Utilities

Telecommunications

Research and Development

Defense and Aerospace

Education and Training

Construction and Engineering

Consumer Goods and Retail

Relevant Teams

Legal

Compliance

Business Development

Research and Development

Human Resources

Information Technology

Operations

Finance

Risk Management

Information Security

Procurement

Corporate Strategy

Intellectual Property

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Compliance Officer

Business Development Manager

Project Manager

Research and Development Director

Chief Technology Officer

Human Resources Director

Procurement Manager

Operations Manager

Chief Financial Officer

Investment Manager

Intellectual Property Manager

Risk Management Officer

Information Security Officer

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