Non-Disclosure Agreement (NDA) in the UAE
The UAE has no standalone trade secrets statute. Commercial confidential information is protected as undisclosed information under Chapter Six of Federal Law No. 11 of 2021 on the Regulation and Protection of Industrial Property Rights, and separately as unfair competition under the Commercial Transactions Law. Both make the holder's own security measures part of the legal test, so an NDA that is not backed by real access controls weakens the very right it is meant to protect.
Governing law
Federal Law No. 11 of 2021 on the Regulation and Protection of Industrial Property Rights protects undisclosed information in Articles 61 to 64. Federal Decree-Law No. 50 of 2022 promulgating the Commercial Transactions Law adds an unfair competition remedy where a competitor's staff are induced to give up secrets.
What a non-disclosure agreement (nda) has to contain in the UAE
Information is protected only if it is not, as a whole or in its construction, known or in general circulation among professionals working in the relevant industrial domain, it derives commercial value from being secret, and its confidentiality rests on effective measures taken by its legal holder.
The legal holder must take measures ensuring the safety of the information, prevent its circulation among non-specialists, and regulate its circulation inside the establishment by restricting it to the relevant specialists.
The holder is liable for infringement of the information by others unless he establishes that he exerted sufficient and reasonable effort to protect it.
Confidentiality and the rights flowing from it continue against third parties for as long as the information stays undisclosed under the Article 61 conditions, so protection has no fixed statutory expiry.
Disclosure by a party to a confidentiality agreement of what he learns under it is listed as an act conflicting with fair business practices and involving illegal competition, alongside bribing or inciting the holder's employees and obtaining the information by theft, espionage or fraud.
A merchant may not induce the employees or workers of a competing merchant to assist in poaching that merchant's clients, or encourage them to disclose the competitor's secrets. Those acts are unfair competition and give rise to liability for damages.
Federal Decree-Law No. 50 of 2022 promulgating the Commercial Transactions Law, Art. 61
What catches drafters out
Where the counterparty is an employee, the employer also has a dismissal route. Article 44(5) of Federal Decree-Law No. 33 of 2021 allows dismissal without notice where the worker discloses a work secret related to industrial or intellectual property causing loss, a missed opportunity or personal gain, provided a written investigation is conducted and the decision is written, justified and handed over.
Non-Disclosure Agreement (NDA) in the UAE: common questions
- Does the UAE have a trade secrets law?
- Not as a standalone act. Chapter Six of Federal Law No. 11 of 2021 on the Regulation and Protection of Industrial Property Rights protects undisclosed information, and Article 61 sets the three conditions: the information is not generally known or circulated among professionals in the field, it derives commercial value from being secret, and its confidentiality rests on effective measures taken by its holder.
- How long does UAE confidentiality protection last?
- There is no fixed term. Article 63(4) of Federal Law No. 11 of 2021 provides that confidentiality and the rights resulting from it continue toward third parties as long as the information stays undisclosed in accordance with Article 61. Protection therefore ends when the information stops meeting the secrecy conditions, not on a calendar date.
- What happens if a competitor hires our people to get our information?
- Article 61 of Federal Decree-Law No. 50 of 2022 makes it unfair competition for a merchant to induce a competitor's employees to help poach clients or to encourage them to disclose the competitor's secrets, and renders that merchant liable for damages. Article 64 of Federal Law No. 11 of 2021 lists bribery of the holder's employees and incitement to disclose as acts conflicting with fair business practices.
Sources
Every statement on this page is drawn from one of these. All were fetched on .
- Federal Law No. 11 of 2021 on the Regulation and Protection of Industrial Property Rights, Ch. 6 (official English text, UAE Government Portal)
- Federal Law No. 11 of 2021, Art. 61
- Federal Law No. 11 of 2021, Art. 63(1) and 63(2)
- Federal Law No. 11 of 2021, Art. 63(3)
- Federal Law No. 11 of 2021, Art. 63(4)
- Federal Law No. 11 of 2021, Art. 64(1)(a) to (f)
- Federal Decree-Law No. 50 of 2022 promulgating the Commercial Transactions Law, Art. 61
- Federal Decree-Law No. 33 of 2021, Art. 44 and 44(5)
The same document elsewhere
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Non-Disclosure Agreement (NDA): the jurisdiction-neutral guideBack to Document Library