Do confidentiality obligations survive termination of the main contract in Saudi Arabia?

Yes, by default. Article 113 of the Civil Transactions Law provides that clauses relating to dispute settlement and non-disclosure remain valid after the contract terminates, unless the parties agree otherwise. Drafters therefore have to opt out rather than opt in, and a survival clause confirms rather than creates the effect.

What information qualifies as a trade secret in Saudi Arabia?

Article 1 of the Regulations for the Protection of Confidential Commercial Information sets three conditions: the information is not usually known in its final form or in its minute constituents and is not usually easily obtainable by those engaged in that type of business; it has commercial value because it is confidential; and the rightful owner takes reasonable measures to keep it confidential in the circumstances.

Can reverse engineering breach a Saudi NDA?

Article 3(3) of the Regulations states that reaching a commercial secret independently or through reverse engineering is not, in particular, a violation of honest commercial practices. Article 3(2)(a) separately treats breach of contracts relating to commercial secrets as such a violation, so the contractual restriction and the regulatory protection are assessed on different footings.

Non-Disclosure Agreement (NDA) in Saudi Arabia

Confidentiality here rests on three instruments. The Civil Transactions Law makes non-disclosure clauses survive termination by default. The Regulations for the Protection of Confidential Commercial Information define when information qualifies as a commercial secret and treat breach of a confidentiality contract as a violation of honest commercial practices. In employment, the Labor Law adds its own written undertaking.

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Governing law

Commercial secrets are protected by the Regulations for the Protection of Confidential Commercial Information, issued by Minister of Commerce and Industry Decision No. 3218 dated 25/3/1426H and amended by Decision No. 4319 dated 1/5/1426H, alongside the general contract rules of the Civil Transactions Law.

Regulations for the Protection of Confidential Commercial Information, Minister of Commerce and Industry Decision No. 3218 of 25/3/1426H as amended by Decision No. 4319 of 1/5/1426H, Arts. 1 to 9 (Saudi Authority for Intellectual Property)

What a non-disclosure agreement (nda) has to contain in Saudi Arabia

Article 1 of the Regulations treats information as a commercial secret where it is not usually known in its final form or its minute constituents and is not easily obtainable in that trade, where it has commercial value because it is confidential, and where the owner takes reasonable measures to keep it secret.
Regulations for the Protection of Confidential Commercial Information, Minister of Commerce and Industry Decision No. 3218 of 25/3/1426H as amended by Decision No. 4319 of 1/5/1426H, Art. 1 (Saudi Authority for Intellectual Property)
Article 3 treats obtaining, using or disclosing a commercial secret inconsistently with honest commercial practices and without the owner's consent as abuse, expressly listing breach of contracts relating to commercial secrets and breach of entrusted confidentiality.
Regulations for the Protection of Confidential Commercial Information, Minister of Commerce and Industry Decision No. 3218 of 25/3/1426H as amended by Decision No. 4319 of 1/5/1426H, Art. 3(1) and 3(2) (Saudi Authority for Intellectual Property)
Article 3(3) provides that reaching a commercial secret independently or through reverse engineering is not, in particular, a violation of honest commercial practices.
Regulations for the Protection of Confidential Commercial Information, Minister of Commerce and Industry Decision No. 3218 of 25/3/1426H as amended by Decision No. 4319 of 1/5/1426H, Art. 3(3) (Saudi Authority for Intellectual Property)
Article 83(2) of the Labor Law lets an employer whose work gave the worker access to its business secrets bar post-termination disclosure, provided the condition is written and specific as to time, place and nature of the work.
Saudi Labor Law, Part Five (Labor Relations), Art. 83(2) (Ministry of Human Resources and Social Development)
Article 8 of the Regulations allows any person harmed by a violation to sue before the competent judicial authority for compensation for the damage sustained.
Regulations for the Protection of Confidential Commercial Information, Minister of Commerce and Industry Decision No. 3218 of 25/3/1426H as amended by Decision No. 4319 of 1/5/1426H, Art. 8 (Saudi Authority for Intellectual Property)

Form, notarisation and registration

Article 113 of the Civil Transactions Law provides that clauses relating to dispute settlement and non-disclosure remain valid after the contract terminates, unless the parties agree otherwise.
Civil Transactions Law, Royal Decree No. M/191 of 18 June 2023, Art. 113 (Bureau of Experts official translation, Ministry of Investment)

What catches drafters out

Protection turns on the owner's own conduct: Article 1(3) requires reasonable measures to maintain confidentiality in the circumstances, so a signed agreement without handling controls may not bring the information inside the definition.
Regulations for the Protection of Confidential Commercial Information, Minister of Commerce and Industry Decision No. 3218 of 25/3/1426H as amended by Decision No. 4319 of 1/5/1426H, Art. 1(3) (Saudi Authority for Intellectual Property)
Article 80(9) of the Labor Law allows dismissal without award, notice or compensation where a worker is proven to have disclosed industrial or commercial secrets specific to the work, subject to an opportunity to object.
Saudi Labor Law, Part Five (Labor Relations), Art. 80 (Ministry of Human Resources and Social Development)
Article 7 of the Regulations excludes from protection commercial secrets inconsistent with Islamic Sharia as public order, or with public morality.
Regulations for the Protection of Confidential Commercial Information, Minister of Commerce and Industry Decision No. 3218 of 25/3/1426H as amended by Decision No. 4319 of 1/5/1426H, Art. 7 (Saudi Authority for Intellectual Property)