BUYER_DOCS / MUTUAL_NDA

⚠️ Draft for counsel review — not legal advice

This is a working draft prepared to save your lawyer time, not to replace them. Have it reviewed by a UAE-qualified lawyer before you send it to a counterparty, and before you sign a counterparty's version instead. Points that specifically need a lawyer's eye are marked [COUNSEL]. Fields you must complete are marked […].

Mutual Non-Disclosure Agreement

This Agreement is made on [DATE]

Between

(1) PMCDXB Corporate Services Provider (CSP) L.L.C S.O.C, a limited liability company (single owner) incorporated in Dubai, United Arab Emirates under commercial licence number 1638875, whose registered office is at [REGISTERED ADDRESS], trading for these purposes as Goldset ("Goldset"); and

(2) [COUNTERPARTY LEGAL NAME], incorporated in [JURISDICTION] under registration number [NUMBER], whose registered office is at [ADDRESS] (the "Counterparty"),

each a "Party" and together the "Parties".

1. Purpose

The Parties wish to explore a potential or actual commercial relationship concerning the supply of human-annotated data, model evaluation and related services (the "Purpose") and may each disclose Confidential Information to the other for that Purpose.

2. Confidential Information

2.1 "Confidential Information" means any information disclosed by or on behalf of one Party (the "Discloser") to the other (the "Recipient") in connection with the Purpose, in any form, whether or not marked confidential, including: prompts, datasets, model outputs, rubrics, evaluation criteria, annotation guidelines, benchmark results, technical and commercial information, pricing, and the existence and content of the discussions themselves.

2.2 Confidential Information does not include information which the Recipient can show: (a) was lawfully in its possession without restriction before disclosure; (b) is or becomes public through no breach of this Agreement; (c) is lawfully received from a third party free to disclose it; or (d) was independently developed without use of or reference to the Discloser's Confidential Information.

3. Obligations

3.1 The Recipient shall: (a) use Confidential Information solely for the Purpose; (b) keep it confidential and protect it with no less than reasonable care and in any event no less than it applies to its own confidential information of like kind; and (c) not disclose it except as permitted by clause 3.2.

3.2 The Recipient may disclose Confidential Information to those of its personnel and professional advisers who need it for the Purpose, provided each is bound by confidentiality obligations no less protective than these. The Recipient remains responsible for their compliance.

3.3 No AI training. The Recipient shall not use the Discloser's Confidential Information to train, fine-tune, evaluate or otherwise improve any machine-learning model, except where that is the express subject of a separate written agreement between the Parties. [COUNSEL] This clause is the commercial heart of the agreement in this industry and is worth resisting attempts to soften.

3.4 No reverse engineering of any materials, methodology, tooling or screening instrument disclosed.

3.5 The Recipient shall notify the Discloser promptly on becoming aware of any unauthorised use or disclosure and shall cooperate in remedying it.

4. Compelled disclosure

If required to disclose by law, regulation or a competent authority, the Recipient may do so provided it gives the Discloser prompt written notice (where lawful), discloses only what is legally required, and uses reasonable efforts to obtain confidential treatment.

5. Return and destruction

On written request, or on termination, the Recipient shall promptly return or irreversibly destroy all Confidential Information and copies, and on request confirm this in writing. The Recipient may retain one copy to the extent required by law or automatic backup, which remains subject to this Agreement for as long as it is retained.

6. No licence, no obligation

6.1 No licence or right in any intellectual property is granted except the limited right to use Confidential Information for the Purpose.

6.2 Nothing obliges either Party to proceed with any transaction, and Confidential Information is provided "as is" without warranty as to accuracy or completeness.

7. Term

This Agreement commences on the date above and continues for [3] years. Confidentiality obligations survive for [3] years from the date of disclosure, and indefinitely in respect of any trade secret for so long as it remains a trade secret under applicable law. [COUNSEL] Counterparties often push for a flat 2-year tail; the trade-secret carve-out is the part to keep.

8. Remedies

The Parties acknowledge that damages may be an inadequate remedy for breach and that injunctive relief may be sought without the need to prove special damage or post security.

9. General

9.1 Governing law and jurisdiction. This Agreement is governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai, and the Parties submit to the exclusive jurisdiction of the Dubai Courts. [COUNSEL] — negotiate. A counterparty in the US or EU will very likely require its own law and forum, or a neutral seat such as DIFC Courts or arbitration under DIFC-LCIA / ADGM rules. Decide your fallback position before the first negotiation rather than during it.

9.2 Entire agreement. This Agreement supersedes all prior understandings on its subject matter.

9.3 Variation. Only in writing signed by both Parties.

9.4 No assignment without the other Party's prior written consent.

9.5 Severability. If any provision is unenforceable, the remainder continues in force.

9.6 Counterparts. May be signed in counterparts and by electronic signature, each of which is an original.

Signed for and on behalf of PMCDXB Corporate Services Provider (CSP) L.L.C S.O.C

Name: […] · Title: […] · Date: […] · Signature: […]

Signed for and on behalf of [COUNTERPARTY]

Name: […] · Title: […] · Date: […] · Signature: […]