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Non Distribution Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Non Distribution Agreement

"I need a Non-Distribution Agreement under UAE law for my tech company to prevent a former supplier from distributing our software products in the GCC region, with specific focus on protecting our source code and customer data."

Document background
The Non Distribution Agreement is utilized in the UAE business environment when companies need to protect their distribution channels and market presence by preventing specific entities from distributing certain products or services in defined territories. This document is particularly relevant in the UAE's dynamic market where distribution rights and territorial protections are crucial for business success. The agreement must comply with UAE Federal Law No. 18 of 1993 (Commercial Transactions Law) and Federal Law No. 4 of 2012 (Competition Law), ensuring all restrictions are legally enforceable. It typically includes detailed provisions on territorial limitations, duration, prohibited activities, and consequences of breach, while carefully avoiding any unintended creation of agency relationships under UAE law.
Suggested Sections

1. Parties: Identification of the contracting parties with full legal names and addresses

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Scope of Non-Distribution: Clear statement of what activities are prohibited and permitted

5. Territory: Geographic scope of the non-distribution obligation

6. Term and Duration: Period of the agreement including commencement date

7. Parties' Rights and Obligations: Detailed responsibilities and rights of each party

8. Representations and Warranties: Legal assurances and statements by both parties

9. Confidentiality: Protection of confidential information and trade secrets

10. Termination: Grounds and process for ending the agreement

11. Consequences of Termination: Actions and obligations following agreement termination

12. Governing Law and Jurisdiction: Specification of UAE law application and courts' jurisdiction

13. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

Optional Sections

1. Non-Compete: Additional competition restrictions - include when parties operate in similar markets

2. Intellectual Property: IP protection clauses - include when proprietary information is shared

3. Insurance: Insurance requirements - include for high-risk activities or valuable products

4. Force Majeure: Provisions for unforeseen circumstances - recommended for long-term agreements

5. Compliance with Laws: Specific regulatory compliance - include for regulated industries

6. Assignment and Succession: Transfer of rights - include when likely ownership changes are anticipated

7. Data Protection: Data handling requirements - include when personal data is processed

8. Audit Rights: Right to audit compliance - include for complex operational arrangements

Suggested Schedules

1. Schedule 1 - Restricted Activities: Detailed list of prohibited distribution activities

2. Schedule 2 - Territory Definition: Detailed maps or descriptions of geographical restrictions

3. Schedule 3 - Compliance Requirements: Specific compliance obligations and procedures

4. Schedule 4 - Contact Details: Key contact information for both parties

5. Schedule 5 - Reporting Requirements: Format and frequency of any required reporting

6. Appendix A - Prohibited Products/Services: List of specific items covered by non-distribution obligations

7. Appendix B - Existing Relationships: Documentation of any permitted existing business relationships

Authors

Alex Denne

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

Relevant legal definitions
























Clauses






























Relevant Industries

Consumer Goods

Automotive

Electronics

Pharmaceuticals

Industrial Equipment

Technology

Luxury Goods

Food and Beverage

Construction Materials

Medical Devices

Telecommunications

Oil and Gas Equipment

Relevant Teams

Legal

Commercial

Sales

Business Development

Compliance

Operations

Supply Chain

Strategy

Corporate Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Commercial Director

Head of Sales

Business Development Manager

Legal Counsel

Contracts Manager

Supply Chain Director

Operations Manager

Regional Sales Manager

Distribution Manager

Compliance Officer

Strategy Director

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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