---
source: TPO-CP-TF-27-V3.0 NDA اتفاقية السرية وعدم الافصاح (للموردين).pdf
tender: TU-202606-100447
converted: 2026-08-05
---

# Confidentiality & Non-Disclosure Agreement (Vendors) - TPO-CP-TF-27-V3.0

> Source: TPO-CP-TF-27-V3.0, April 2026. Bilingual English/Arabic original; English text extracted here: the signed version must use the original bilingual PDF. Per clause 16.1, the Arabic version prevails in case of discrepancy.

## Parties

This Confidentiality and Non-disclosure agreement (the "Agreement") is dated ________ and made between:

1. TPO Management Services L.L.C - S.P.C with an address at P.O. Box 2060 Abu Dhabi - UAE. (Hereinafter referred to as the "TPO" or "First Party")

2. ________ a limited liability company duly incorporated under the laws of the Emirate of Abu Dhabi, under commercial license No. (CN ________), its registered address is Corniche Road, P.O. Box 7631 Abu Dhabi, UAE. (Hereinafter referred to as the "Recipient" or "Second Party")

hereinafter to be jointly referred to as the "Parties" and individually as a "Party";

## Recital

(A) TPO will be disclosing confidential information to the Recipient and wishes to ensure that such Confidential Information (as defined below), remains confidential and is not used by the Recipient for any purpose other than in relation to the Purpose (as defined below).

(B) TPO wishes to engage in discussions with the Recipient regarding a potential appointment of the Recipient to provide services to, or supply goods to TPO (the "Purpose").

(C) In connection with the Purpose, the Recipient will have access to certain information from TPO.

(D) In consideration of TPO providing that information, the Parties have agreed to comply with the terms of this Agreement.

IT IS AGREED as follows:

## 1. Definitions and Interpretation

The following definitions apply in this Agreement:

"Affiliate" means, in relation to any person, an entity, office or a subsidiary of that person or a holding entity, office or company of that person or any entity, office or subsidiary of that holding entity.

"Business Day" means a day which is not a weekend (a Saturday or Sunday) or public holiday in United Arab Emirates.

"Confidential Information" means any and all information, know-how or material, whether technical, commercial, administrative, financial or otherwise in TPO's possession (whether actual or imputed) that contain or reflect in whole or in part any such information which is related to TPO or The Private Office, Affiliates or the Purpose including but not limited to, details regarding the nature of the work, TPO or the Private Office's employees and their salaries and lists, any communication exchanged with TPO, any specifications, plans, drawings, patterns, samples, models, instructions or other material or document issued by or on behalf of TPO or The Private Office in whatever form including, without limitation, written, oral, visual or electronic, or on tape or disk (whether or not owned or developed by TPO) which is not generally known by the Recipient and which the Recipient may obtain knowledge of, directly or indirectly, through or as a result of the Purpose or through discussions and communications with the directors, employees, officers, agents, representatives, consultants, professional advisers or contractors of TPO or any of its Affiliates or advisers with the exception of any information that:

A. Is or becomes public knowledge other than as a direct or indirect result of any breach by the Recipient of the terms of this Agreement;

B. Is identified in writing at the time of delivery as non-confidential by TPO or its representatives; or

C. Is known to the Recipient before the date the information is disclosed to the Recipient by TPO or any of its representatives, in either case, as far as the Recipient is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

"Personal Data": any data related to a specific natural person or related to a natural person that can be identified directly or indirectly by linking the data. This expressly includes an individual's name, voice, image, identification number, electronic identifier, and geographical location. It also includes sensitive personal data and biometric data.

"Relevant Person" means any officer, director, employee, agent, professional adviser or auditor of TPO.

"Effective Date" means the date on which TPO receives the Recipient's signature, thereby making this Agreement fully executed and binding.

## 2. Confidentiality Undertakings

The Recipient acknowledges that the Confidential Information is strictly confidential and proprietary to TPO and the Recipient undertakes:

(a) To keep the Confidential Information in strict confidence and protect it and not to disclose, divulge or provide it to anyone except as provided for by Clause (3) and to take all reasonable steps to safeguard the Confidential Information;

(b) To use the Confidential Information only for the Purpose and not for any other objects or purposes;

(c) To keep confidential and not disclose to any person, except as permitted under Clause (3), the fact that the Confidential Information has been made available;

(d) To store all Confidential Information in a secure manner, using appropriate security measures. This includes but not limited to, encryption of digital data, secure physical storage for hard copies and restricted access to authorized personnel only;

(e) To promptly inform TPO in writing upon becoming aware of any actual or threatened breach of the Confidentiality obligations set forth in this Agreement;

(f) To ensure, where the Purpose ceases, that all Confidential Information including files, documents and papers relating to The Private Office or TPO and their operations are returned to TPO on or before the last day of the Purpose.

## 3. Permitted Disclosure

3.1 The Recipient may disclose Confidential Information to any person with the explicit prior written consent (email being sufficient) of TPO, provided that such consent is explicit.

3.2 The Recipient shall fully cooperate with TPO, upon its request, in the event that TPO decides to take any legal, administrative, or other actions to challenge any unauthorized disclosure of the Confidential Information or to pursue any breaching party judicially. Such cooperation shall include, without limitation, providing all relevant information and documents, furnishing statements or affidavits as required, and assisting in the preparation and conduct of any proceedings, without delay.

## 4. Return / Destruction of Confidential Information

4.1 Upon the written request of TPO, the Recipient shall cease all use of the Confidential Information and shall promptly:

(a) Return all Confidential Information supplied to it by or on behalf of the TPO; and

(b) Return all copies, summaries, notes, annotations and derivations of the Confidential Information or completely expunge (to the extent reasonably practicable) from any computer, word processor or other device or storage media in the Recipient's possession or under its control.

(c) If so requested by TPO, the Recipient shall deliver to TPO a certificate signed by an authorized individual confirming that the obligations contained in this Clause 4 have been complied with.

## 5. No Representations or Warranties

5.1 The Confidential Information is made available by TPO solely for the Purpose. Neither TPO nor any Relevant Person makes any representation or warranty of any kind as to the accuracy, reliability or completeness of any Confidential Information or, shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied to the Recipient or be otherwise liable to the Recipient for the Confidential Information. The Recipient shall be responsible for making its own evaluation of such Confidential Information.

5.2 TPO shall not be under any obligation to provide further Information, update Information or correct any inaccuracies in Information.

5.3 In entering into this Agreement each Party acknowledges that it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in this Agreement.

## 6. Term

The confidentiality obligations undertaken herein shall commence on the Effective Date and shall continue indefinitely unless terminated by TPO with written notice to the Recipient. Notwithstanding any termination of this Agreement, the obligations of confidentiality shall survive indefinitely even after the Purpose ceases.

## 7. Remedies

The Recipient acknowledges that any failure to comply with its confidentiality obligations under this Agreement will trigger significant damages to TPO or The Private Office that any remedy under the law or otherwise will not fully rectify. Accordingly, if the Recipient breaches any of those obligations the Recipient shall (without prejudice to any other rights or remedies TPO may have) indemnify TPO for an amount equal to all losses, costs, fees, disbursements and expenses which have been or will be incurred by TPO or The Private Office as a result of the Recipient's failure to comply with any of its obligations under this Agreement.

## 8. Personal Data Processing

If required under this Agreement, the Recipient shall process Personal Data of the employees and affiliates of The Private Office or TPO solely for the Purpose of this Agreement and strictly in accordance with the TPO's documented instructions and applicable laws and regulations.

The Recipient shall implement and maintain appropriate technical and organizational measures to protect Personal Data, ensuring its confidentiality, integrity, and availability, and to prevent unauthorized or unlawful processing, loss, alteration, disclosure, or access. The Recipient shall not disclose or transfer Personal Data to any third party without the prior written consent of TPO, unless required by applicable law, in which case the Recipient shall, to the extent permitted, notify TPO in advance. The Recipient shall ensure that access to Personal Data is restricted to its employees, agents, or contractors who have a need to know for the Purpose and who are bound by appropriate confidentiality and data protection obligations. The Recipient shall promptly notify TPO of any actual or suspected Personal Data breach and shall cooperate in good faith to mitigate and remedy such breach in accordance with applicable laws. Upon termination or expiry of this Agreement, the Recipient shall, at TPO's option, return or securely delete all Personal Data, unless retention is required under applicable law.

## 9. Entire Agreement

This Agreement constitutes the entire agreement between the Parties in relation to the obligations of the Recipient regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

## 10. Amendments, Waivers, Consents and Remedies

10.1 This Agreement may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived only by a written instrument executed by TPO (or its authorized representative).

10.2 A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, prevent or restrict any further exercise of that or any other right or remedy or constitute an election to affirm this Agreement. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. No election to affirm this Agreement shall be effective unless it is in writing.

10.3 The rights and remedies provided under this Agreement are cumulative and are in addition to, and not exclusive of, any rights and remedies provided by law.

## 11. Miscellaneous

11.1 The Recipient acknowledges that TPO may at any time decline to provide further Confidential Information to the Recipient.

11.2 The Confidential Information shall remain the sole property of TPO. All copyright and other intellectual property rights in and relating to the Confidential Information and belonging to TPO will remain the property thereof.

11.3 Each Party acknowledges that no license is granted to the Recipient in relation to any part of the Confidential Information provided to the Recipient by TPO except as previously set out in this Agreement.

11.4 No Partnership or Agency. Nothing in this Agreement shall be intended to, or be deemed to, create any partnership or joint venture between the Parties, nor shall it be construed as granting either Party the status of agent of the other Party, or as authorising either Party to incur or assume any obligations, liabilities, or commitments on behalf of the other Party. In the event that the TPO wishes to enter into any form of arrangement or engagement with the Recipient, the Parties shall execute a separate agreement in respect of such arrangement or engagement.

## 12. Severance

If any provision (or part of a provision) of this Agreement is or becomes invalid, illegal or unenforceable by the courts of the Emirate of Abu Dhabi, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision (or part of a provision) shall be severed from the Agreement. Any modification to or deletion of a provision (or part of a provision) under this clause shall not affect the legality, validity and enforceability of the rest of this Agreement.

## 13. Assignment

The Recipient shall not assign any of its rights or obligations under this Agreement or any document referred to in it to any third party without the prior written consent of TPO.

## 14. Notices

14.1 Any notices or other communications given to a Party under or in connection with this Agreement shall be:

(a) In writing;

(b) Delivered by hand or sent by electronic mail (addresses to be mutually agreed);

Or to any other address or email address as is notified in writing by one Party to the other from time to time.

14.2 Any notice or other communication sent by either Party to the other Party shall be deemed to have been received by that other Party:

(a) If delivered by hand, at the time it is left at the relevant address.

(b) If sent by electronic mail, when received in readable form.

14.3 A notice or other communication given as described in Clauses (14.1) and (14.2) on a day that is not a Business Day, or after 4:00pm, in the place it is received, shall be deemed to have been received on the next Business Day.

## 15. Third Party Rights

15.1 Any individual who is not a Party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement.

15.2 Notwithstanding any provisions of this Agreement, TPO may terminate, rescind or vary this Agreement at any time and at its sole discretion.

## 16. Counterparts and Language

16.1 This Agreement is drafted in both Arabic and English. In case of discrepancy, ambiguity, inconsistency or conflict between the Arabic version of this Agreement and the English version of the Agreement, the Arabic version shall prevail.

16.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original copy when executed, but all of which together shall constitute one and the same agreement.

## 17. Governing Law and Jurisdiction

17.1 This Agreement and any obligations arising out of or in connection with it are governed by the laws of the Emirate of Abu Dhabi and applicable federal laws of the United Arab Emirates.

17.2 The courts of the Emirate of Abu Dhabi have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

## Execution

This Agreement is executed as of the date stated at the commencement of this document.

Signed for and on behalf of ________