Mutual Non-Disclosure Agreement
1. Definitions and interpretation
1.1 Definitions. In this Agreement the following terms have the meanings set out below. A term defined in the singular includes the plural and vice versa. Affiliate — Any entity that directly or indirectly controls, is controlled by, or is under common control with, a Party, where “control” means the direct or indirect ownership of more than fifty per cent (50%) of the voting rights or the power to direct management. Agreement — This mutual non-disclosure agreement, including its schedules, as varied from time to time in accordance with clause 14.2. Authorised Recipient — A person to whom a Receiving Party may disclose Confidential Information under clause 3.4. Business Day — A day other than a Friday, Saturday or public holiday in the United Arab Emirates. Confidential Information — Has the meaning given in clause 2.1. Counterparty — The Party identified as the counterparty on the cover page of this Agreement, as recorded in the Agreement particulars. Disclosing Party — The Party that discloses, makes available or permits access to Confidential Information to the other Party. Effective Date — The date recorded as the Effective date in the Agreement particulars. Intellectual Property — All intellectual property rights of any kind, whether registered or unregistered, including patents, copyright, database rights, trade marks, design rights, trade secrets, know-how, software, source code, models, data and confidential information, and all rights of action in respect of them. Party / Parties — Site Safety LLC and the Counterparty, and “Party” means either of them. Personal Data — Any information relating to an identified or identifiable natural person, as defined in applicable data protection law, including the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021). Platform — The Site Safety UAE HSE Operations Dashboard and any related software, applications, interfaces, templates, content and AI-assisted features made available by the Company. Purpose — The evaluation, discussion, pilot, partnership, integration, reseller, investment or advisory activity described in the Agreement particulars, and any related activity the Parties agree in writing. Receiving Party — The Party that receives or is given access to Confidential Information of the other Party. Site Safety UAE — Site Safety LLC, a limited liability company incorporated in the United Arab Emirates, trading as Site Safety UAE. Trade Secret — Confidential Information that constitutes a trade secret or “undisclosed information” protected under applicable law, including Federal Law No. 11 of 2021 on the Regulation and Protection of Industrial Property. 1.2 Interpretation. In this Agreement, unless the context requires otherwise: (a) headings are for convenience only and do not affect interpretation; (b) “including”, “includes” and “include” are not limiting; (c) a reference to a statute or regulation includes any amendment, re-enactment or replacement of it; (d) a reference to a clause or schedule is a reference to a clause of, or a schedule to, this Agreement; (e) “writing” includes email and other electronic communication; (f) a reference to a person includes a natural person, body corporate, partnership, joint venture, government body or unincorporated association; and (g) “AED” means the United Arab Emirates dirham. 1.3 Language. This Agreement is made in the English language. Any translation is provided for convenience only, and the English text prevails in the event of any inconsistency.
2. Confidential Information
2.1 Definition. Confidential Information means all information, in any form, that is disclosed by or on behalf of a Disclosing Party to a Receiving Party, or that a Receiving Party otherwise obtains, in connection with the Purpose, whether before, on or after the Effective Date, and that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of its disclosure. 2.2 Forms of disclosure. Confidential Information may be disclosed in any form, including written and printed documents, electronic files and databases, source code and configuration, screen recordings and live demonstrations, oral and visual briefings, models, prompts and AI-generated output, and any notes, summaries or derivatives of the above. 2.3 Categories. Schedule A sets out illustrative categories of Confidential Information. It is indicative only and does not limit the definition in clause 2.1. 2.4 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement or of another duty of confidence; (b) was lawfully in the Receiving Party's possession free of any duty of confidence before it was disclosed, as shown by contemporaneous written records; (c) is lawfully obtained by the Receiving Party from a third party that is not in breach of any duty of confidence; (d) is independently developed by the Receiving Party without use of, or reference to, the Confidential Information, as shown by contemporaneous written records; or (e) the Disclosing Party confirms in writing is no longer confidential. 2.5 Burden of proof. The Receiving Party bears the burden of demonstrating that an exclusion in clause 2.4 applies. 2.6 Combinations. Information is not excluded from clause 2.1 merely because it is embraced by more general information that is excluded, or because individual elements of it are in the public domain, where the combination, arrangement or compilation of those elements is not. 2.7 Personal Data. Where Personal Data forms part of Confidential Information, the obligations in clause 6 apply in addition to the obligations in clause 3.
3. Obligations of the Receiving Party
3.1 Use. The Receiving Party shall use the Confidential Information solely for the Purpose. It shall not use it for any other purpose, including for its own commercial benefit, to develop or enhance a competing or substitute product or service, for benchmarking, or as procurement leverage. 3.2 Confidentiality. The Receiving Party shall keep the Confidential Information confidential and shall not disclose it to any person except as permitted by clause 3.4 or clause 4. 3.3 Standard of care. The Receiving Party shall apply to the Confidential Information at least the same degree of care that it applies to its own confidential information of like importance, and in any event no less than reasonable care. It shall implement appropriate technical and organisational measures, including access controls, encryption in transit and at rest where practicable, and secure storage and transmission. 3.4 Authorised Recipients. The Receiving Party may disclose Confidential Information to its directors, officers, employees, professional advisers (legal, accounting, tax, insurance and audit) and, where relevant, its Affiliates and subcontractors, provided that each such person: (a) needs to know the information for the Purpose; (b) is bound by written confidentiality obligations at least as protective as this Agreement, or, in the case of a professional adviser, is under a professional duty of confidence; and (c) is informed of the confidential nature of the information. The Receiving Party remains responsible for compliance by its Authorised Recipients and is liable for their acts and omissions as if they were its own. Schedule B records the Authorised Recipients identified by each Party at the Effective Date. 3.5 Restrictions. The Receiving Party shall not: (a) copy or reproduce the Confidential Information except as reasonably required for the Purpose; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive the structure, design, weights, prompts, training data or source materials of the Platform or of any model, dataset or other artefact comprised in the Confidential Information; (c) circumvent, disable or test the security or access controls of the Platform, except under a separate written authorisation and defined scope agreed by the Company; or (d) remove, obscure or alter any proprietary notice, watermark or attribution. 3.6 No intellectual property claims or model training. The Receiving Party shall not apply for, register or assert any Intellectual Property right in respect of the Confidential Information or any derivative of it. The Receiving Party shall not use the Confidential Information to train, fine-tune, evaluate, benchmark or otherwise develop any machine learning or artificial intelligence model, except as expressly permitted in writing by the Disclosing Party. 3.7 Notification and cooperation. The Receiving Party shall notify the Disclosing Party promptly, and in any event within five (5) Business Days, after becoming aware of any actual or suspected unauthorised access to, use of or disclosure of the Confidential Information. It shall take reasonable steps to mitigate and remediate the incident and shall cooperate with the Disclosing Party, including by providing the information reasonably required by the Disclosing Party or by a competent authority. 3.8 Legal compliance. Each Party shall comply with all laws applicable to it in the United Arab Emirates and in any other jurisdiction in which it operates when handling Confidential Information, including applicable data protection, cybercrime, anti-bribery and sanctions laws.
4. Permitted disclosures
4.1 Compelled disclosure. A Receiving Party may disclose Confidential Information to the extent required by law, regulation, a court order or a competent authority, provided that it: (a) gives the Disclosing Party prompt prior written notice where it is lawfully able to do so; (b) reasonably cooperates with the Disclosing Party in seeking protective treatment or a protective order; (c) discloses only the minimum information legally required; and (d) requests that the information be treated as confidential. 4.2 Advisers and auditors. Nothing in this Agreement prevents disclosure to a professional adviser, insurer or auditor of a Party that is under a duty of confidence, or to a Party's own Affiliates in accordance with clause 3.4. 4.3 Protected disclosures. Nothing in this Agreement prevents or restricts a Party or any of its personnel from reporting suspected unlawful conduct, or making a protected disclosure, to a competent regulatory or law enforcement authority.
5. Platform access, AI-assisted features and evaluation data
5.1 Evaluation licence. Where the Purpose involves access to the Platform, a demonstration, a trial or an AI-assisted feature, the Company grants the Counterparty a limited, non-exclusive, non-transferable, revocable right to access and use the Platform solely to evaluate it for the Purpose, for the period agreed between the Parties, and subject to the Company's published Terms of Service and acceptable use and security policies. 5.2 Processing of inputs. Where Confidential Information, including prompts, uploaded documents, HSE records or images, is processed by an AI-assisted feature, it is processed solely to return the requested output and to operate, secure and support the Platform. Neither Party shall permit the other Party's Confidential Information to be used to train, fine-tune or otherwise improve any third-party foundation model. 5.3 Human review of AI output. AI-assisted output is a drafting aid and not an authority decision. Any AI-assisted output must be reviewed and approved by a competent human being before it is used on site or submitted to a regulator. Neither Party may rely on AI-assisted output as a substitute for professional judgement. 5.4 Evaluation-only access. Demonstration environments, trial workspaces and evaluation access are provided for evaluation only. They are not production services, and availability, features and pricing may change. 5.5 Return of evaluation data. On written request, or at the end of the evaluation period, each Party shall return or delete the other Party's evaluation data in accordance with clause 8.
6. Personal data protection
6.1 Compliance. Each Party shall comply with applicable data protection law, including the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021), its implementing regulations and any applicable free-zone or emirate-level requirements. 6.2 Roles and lawful basis. Where a Party discloses Personal Data to the other Party under this Agreement, it confirms that it has a lawful basis for the disclosure and that any required notices have been given and consents obtained. Each Party acts as an independent controller of the Personal Data it receives, unless a separate written agreement between the Parties provides otherwise. 6.3 Processing obligations. Each Receiving Party shall: (a) process the Personal Data only for the Purpose; (b) implement appropriate technical and organisational security measures; (c) restrict access on a need-to-know basis; (d) not sell the Personal Data or share it for advertising or profiling; (e) not transfer it outside the United Arab Emirates except with a lawful transfer mechanism and appropriate safeguards; and (f) provide reasonable assistance to the Disclosing Party in responding to requests from data subjects. 6.4 Worker data. Where Personal Data relates to workers, including health, fitness-to-work, medical, injury or rehabilitation information, the Parties shall apply heightened protection, restrict access to named authorised personnel, and shall not use that information for any purpose other than the Purpose. 6.5 Breach notification. A Receiving Party shall notify the Disclosing Party without undue delay, and in any event within forty-eight (48) hours, after becoming aware of a personal data breach affecting the Disclosing Party's Personal Data, and shall provide the information reasonably required by the Disclosing Party to meet its own regulatory notification obligations. 6.6 Return of Personal Data. On termination or expiry, or on written request, Personal Data shall be returned or securely deleted in accordance with clause 8, subject to any retention requirement imposed by law.
7. Term and survival
7.1 Term. This Agreement takes effect on the Effective Date and continues for two (2) years, unless extended in writing by the Parties or superseded by a definitive written agreement between them. 7.2 Confidentiality period. The obligations in clauses 3 and 4 continue for three (3) years after the date of each disclosure of Confidential Information. 7.3 Trade secrets. Notwithstanding clause 7.2, the obligations continue in respect of information that constitutes a Trade Secret for so long as that information remains a trade secret under applicable law. 7.4 Survival. Clauses 6, 8, 9, 11, 12, 13 and 14 survive termination or expiry of this Agreement. 7.5 Accrued rights. Termination or expiry does not affect any right or remedy that has already accrued, or the right to claim damages for a breach that occurred before termination.
8. Return, destruction and retention
8.1 Return or destruction. On written request by the Disclosing Party, or on termination or expiry of this Agreement, the Receiving Party shall within thirty (30) days return or securely destroy all Confidential Information and all copies, extracts, notes and derivatives of it, and shall confirm in writing that it has done so. On request, the confirmation shall take the form of a certificate signed by an authorised officer of the Receiving Party. 8.2 Permitted retention. The Receiving Party may retain: (a) one archival copy solely to evidence its compliance with this Agreement and to meet legal, regulatory, tax, insurance or audit requirements; and (b) copies contained in routine backup or disaster recovery systems that cannot reasonably be deleted immediately, provided that any retained information remains subject to this Agreement and is deleted when the applicable retention requirement ends or the backup cycle expires. 8.3 No extension of confidentiality. Retention under clause 8.2 does not extend the confidentiality period in clauses 7.2 and 7.3. 8.4 Platform workspaces. Where Confidential Information is held in a Platform workspace, the Counterparty may export it before deletion. Data held in a terminated or expired workspace is deleted or anonymised in accordance with the Company's Privacy Policy.
9. No licence, no obligation, no warranty
9.1 No licence. No licence, assignment, transfer or other right in respect of any Intellectual Property is granted under this Agreement, whether expressly or by implication, estoppel or otherwise. All rights remain with the Disclosing Party or its licensors. 9.2 No obligation to proceed. Nothing in this Agreement obliges either Party to disclose any particular information, to enter into any further agreement, or to proceed with the Purpose. Either Party may end the discussions at any time. The Parties shall nevertheless conduct their discussions and negotiations in good faith. 9.3 No warranty. Confidential Information is provided “as is”. No warranty, representation or undertaking is given as to its accuracy, completeness, reliability or fitness for any purpose, and each Party must make its own assessment of it. 9.4 Mandatory law preserved. Nothing in this Agreement excludes, restricts or limits any duty or obligation arising under mandatory applicable law, including the duty of the Parties to act in good faith and to disclose material and decisive information in pre-contractual negotiations under the UAE Civil Transactions Law (Federal Decree-Law No. 25 of 2025). The obligations in this Agreement are additional to those duties and do not replace them. 9.5 No exclusivity. Nothing in this Agreement restricts either Party from engaging with any other person, including a competitor of the other Party, provided that this Agreement is complied with. 9.6 Costs. Each Party bears its own costs and expenses in connection with the Purpose.
10. Non-solicitation of personnel
10.1 Restriction. During the term of this Agreement and for twelve (12) months afterwards, neither Party shall knowingly solicit for employment or engagement any individual who is an employee or directly engaged contractor of the other Party and who was directly involved in the Purpose. 10.2 Exclusions. Clause 10.1 does not restrict: (a) general recruitment advertising or recruitment search activity that is not targeted at the other Party's personnel; (b) responding to an approach made on the individual's own initiative without any solicitation; or (c) engaging any individual whose employment or engagement with the other Party ended at least six (6) months earlier. 10.3 Proportionality. This clause 10 is mutual, is limited to what is reasonably necessary to protect each Party's legitimate business interests, and is severable in accordance with clause 14.4.
11. Remedies
11.1 Injunctive relief. Each Party acknowledges that a breach of clause 3 or clause 6 may cause loss and harm for which damages would not be an adequate remedy. The other Party may therefore seek injunctive relief, specific performance and other equitable remedies, in addition to damages, without having to prove special damage or provide security. 11.2 Indemnity. Each Party shall indemnify the other Party against direct losses, liabilities and reasonable legal costs and expenses arising from its breach of clause 3 or clause 6. 11.3 No cap on confidentiality liability. Neither Party's liability for breach of clause 3 or clause 6 is subject to any limitation, exclusion or cap on liability contained in any other agreement between the Parties, including the Company's Terms of Service. 11.4 Cumulative remedies. The rights and remedies in this Agreement are cumulative and are not exclusive of any right or remedy available at law or in equity.
12. Legal and regulatory framework
12.1 Applicable framework. The Parties acknowledge that the following legal framework applies to this Agreement and to the protection of Confidential Information in the United Arab Emirates. UAE Civil Transactions Law — Federal Decree-Law No. 25 of 2025 (in force 1 June 2026, replacing Federal Law No. 5 of 1985) — Governs contract formation, interpretation, good faith, pre-contractual conduct and remedies. Article 19 recognises the Parties' choice of governing law; Articles 121 and 122 impose duties of good faith and disclosure in negotiations and provide for liability for the unauthorised use or disclosure of confidential information obtained during negotiations; Article 106 governs abuse of rights. UAE Penal Code — Federal Decree-Law No. 31 of 2021, Article 432 — Creates criminal liability for the unauthorised disclosure of a secret by a person entrusted with it by reason of their profession, position, craft or art. UAE Industrial Property Law — Federal Law No. 11 of 2021, Articles 61 to 63 — Protects “undisclosed information” where it is not generally known, derives commercial value from its confidentiality, and is subject to reasonable measures to maintain that confidentiality. UAE Commercial Transactions Law — Federal Decree-Law No. 50 of 2022 — Governs commercial obligations between commercial parties in the UAE and provides the framework for unfair competition. UAE Personal Data Protection Law — Federal Decree-Law No. 45 of 2021 — Governs the processing, security, transfer and retention of Personal Data, and the rights of data subjects. UAE Electronic Transactions and Trust Services Law — Federal Decree-Law No. 46 of 2021 — Recognises the validity and enforceability of electronic records and electronic signatures, as used in clause 14.7. UAE Labour Law — Federal Decree-Law No. 33 of 2021 — Imposes duties of confidentiality on employees in respect of their employer's information, and governs restrictions on competition after employment. DIFC Intellectual Property Law — DIFC Law No. 4 of 2019, Articles 52 to 55 — Provides protection and remedies for trade secrets misappropriated within the Dubai International Financial Centre, where relevant. 12.2 Summary only. The table in clause 12.1 is a summary provided for reference. It is not legal advice and does not create obligations beyond those set out in this Agreement. Each Party should obtain its own legal advice. Laws change, and the Parties should review this Agreement at least annually. 12.3 Compliance representations. Each Party represents and warrants that it is not subject to any sanction or trade restriction that would prohibit it from performing this Agreement, and that it will comply with all applicable anti-bribery, anti-money laundering and export control laws.
13. Governing law and dispute resolution
13.1 Governing law. This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes, are governed by the laws of the United Arab Emirates. 13.2 Jurisdiction. Subject to clause 13.5, the courts of the Emirate of Dubai have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. 13.3 Escalation. Before commencing proceedings, other than for urgent injunctive or interim relief, the Parties shall refer the dispute to a senior representative of each Party, who shall meet within ten (10) Business Days and use reasonable efforts to resolve it in good faith for a further period of twenty (20) Business Days. 13.4 Language of proceedings. This Agreement is in English. The Parties shall use reasonable efforts to have any proceedings and supporting documents conducted and produced in English where the forum permits. Any Arabic translation is for convenience only. 13.5 Interim relief. Nothing in this clause 13 prevents either Party from applying to any court of competent jurisdiction for interim, injunctive or protective relief to protect its Confidential Information.
14. General provisions
14.1 Entire agreement. This Agreement is the entire agreement between the Parties in relation to its subject matter and supersedes all prior discussions, understandings and arrangements relating to it, except that a separately executed definitive agreement between the Parties prevails over this Agreement to the extent of any conflict. 14.2 Variation. No variation of this Agreement is effective unless it is in writing and signed by an authorised representative of each Party. Electronic signature is permitted. 14.3 Waiver. No waiver of any provision is effective unless in writing and signed by the Party granting it. No failure or delay in exercising a right operates as a waiver of it. 14.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision is severed or, where permitted, modified to the minimum extent necessary, and the remaining provisions continue in full force and effect. 14.5 Assignment. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except to an Affiliate or to a successor in connection with a merger, reorganisation or sale of substantially all of its assets, on written notice to the other Party. 14.6 Notices. Notices under this Agreement shall be in writing and sent to the addresses or email addresses recorded in the Agreement particulars. A notice is deemed received: (a) on delivery, if delivered by hand; (b) on the next Business Day, if sent by courier; and (c) at the time of transmission, if sent by email before 5.00 p.m. on a Business Day, or otherwise on the next Business Day, provided that no delivery failure notification is received. 14.7 Counterparts and electronic signature. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Electronic signatures and electronic records are valid and enforceable in accordance with Federal Decree-Law No. 46 of 2021. 14.8 No partnership. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship between the Parties. 14.9 No third party rights. This Agreement does not create any right for any person who is not a Party, except that an Affiliate of a Party may enforce clause 3 as an intended beneficiary at that Party's discretion. 14.10 Publicity. Neither Party shall issue any press release, public statement, customer reference, case study, logo use or other public communication referring to the other Party or to the Purpose without the other Party's prior written consent, except where disclosure is required by law or by a competent authority. 14.11 Further assurance. Each Party shall, at its own cost, do all things reasonably necessary to give effect to this Agreement, including executing any further document reasonably requested by the other Party. Execution The Parties have executed this Agreement as of the Effective Date. By signing, each signatory confirms that they are duly authorised to bind the Party for which they sign. Signature: Name: [________________________] Title: [________________________] Date: [________________________] Email: [________________________]
Site Safety UAE
Legal name: ______________________
Signed by: ______________________
Role: ______________________
Date: ______________________
Counterparty
Legal name: ______________________
Signed by: ______________________
Role: ______________________
Date: ______________________
Request a signature copy at info@sitesafetyuae.com. Related: self-hosted licence summary, signed update packages.