CONFIDENTIALITY UNDERTAKING

ISSUED BY: [……Insert company name.............] - COMPANY

IN FAVOUR OF: QATAR FREE ZONES AUTHORITY, State of Qatar

 (UNDER COMPANY LETTERHEAD)

FOR THE ATTENTION OF:

THE CHAIRMAN
QATAR FREE ZONES AUTHORITY
GENERAL SECRETARIAT OF THE COUNCIL OF MINISTERS
P.O. BOX 258, DOHA – QATAR

SUB: CONFIDENTIALITY UNDERTAKING (“CU”)

Dear Sirs

Qatar Free Zones Authority, an independent legal entity established pursuant to Law No. 34 of 2005
as amended by decree Law No. 21 of 2017 (regarding free zones), having its principal place of
business at General Secretariat Council of Ministers Building, Al Corniche Road, P. O. Box: 258,
Doha, the State of Qatar (“QFZA” or “the Disclosing Party”), and [INSERT COMPANY NAME] (“
……” or “the Receiving Party”), are interested in entering into one or more specific projects relating to
the establishment of one or more free zones in the State of Qatar and in the course of their
discussions or negotiations, the Disclosing Party may reveal Confidential Information relating to its
business to the Receiving Party or in the course or such discussions or negotiations, the Receiving
Party may access or receive such Confidential Information.

QFZA and.........are individually referred to herein as a “Party” and collectively as the “Parties”)

The Receiving Party wishes to receive certain Information and undertakes to keep it confidential upon
the terms and subject to the conditions set out below:

1 Definitions and Interpretation

1.1 Definitions

In this Confidentiality Undertaking (“CU”), the following definitions apply unless the context
requires otherwise:

Business Days means the days on which both Parties are open for business;

Confidential Information means:

(a) the terms of this CU;

(b) any information relating to the Disclosing Party and/or the business carried on or
proposed or intended to be carried on by the Disclosing Party and which is made
available in the course of, or in connection with, the performance of, or discussions
relating to the Project, to the Receiving Party or its Representatives whether before,
on, or after the date of this CU (either directly or indirectly) including any information,
analysis or specifications derived from, containing or reflecting such information;

(c) any information that may have commercial or other value to or in the Disclosing
Party’s business and that is confidential or proprietary in nature, whether explicitly
designated as such or not, including:

(i) trade secrets, inventions whether patentable or not, granted or pending

patents, copyrights, trademarks;

(ii) concepts, know-how, ideas, techniques, discoveries, improvements;

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 (iii) algorithms, formulas, specifications, research, development, data, databases,
software design and architecture, computer programs, source, object and
other computer code;

(iv) technical or other representations, documentation, diagrams and flow charts;

(v) names and expertise of directors, officers, employees and consultants;

(vi) other technical, business, financial, customer, supplier and product

information or development plans, schedules, forecasts, strategies, marketing
plans, techniques and materials;

(vii) any other information that is reasonably considered by the Disclosing Party to
be confidential; and

(d) any proprietary or confidential information of any third party that may be disclosed to
the Receiving Party;

Government means the Government of the State of Qatar;

Group means any direct or indirect holding company of a Party (which in the case of the
QFZA shall include the Government) and any direct or indirect subsidiary or affiliated
company of such holding company and which, in the case of the QFZA, shall include any
ministry or authority of the Government and any entity or institution that is established, or
wholly owned, by the Government;

Project means work or services related to the establishment of one or more economic free
zones in the State of Qatar;

Representatives means the directors, officers, employees, agents, contractors, attorneys,

accountants, professional advisers, consultants or other representatives of either Party and, in
the case of the QFZA, shall include the directors, officers, employees, agents, contractors,
attorneys, accountants, professional advisers, consultants or other representatives of the
QFZA Group.

1.2 Interpretation

In this Undertaking

(a) Where a Party to this CU includes two or more persons, the obligations of that Party
are made by those persons jointly and severally;

(b) Use of the singular includes the plural and vice versa and any one gender includes
the other gender and any reference to ‘persons’ includes natural persons, firms,
partnerships, companies and corporations;

(c) The clause and paragraph headings in this CU are for convenience only and will not
affect the interpretation of this;.

(d) A reference to this CU or any other document includes a reference to it as novated,

varied, altered, amended or replaced;

(e) A reference to anything is to the whole and each part of it;

(f) A reference to a Party includes that Party’s executors, administrators, successors

and permitted assignees;

(g) A reference to a law includes regulations and other instruments under it and
consolidations, amendments, re-enactments or replacements of any of them;

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 (h) All dates will be determined by reference to the Gregorian calendar;

(i) If any provision in a definition of this CU is a substantive provision conferring rights or

imposing obligations then, notwithstanding that it is only in the definitions clause of
this Undertaking, effect will be given to it as if it was a substantive provision in the
body of this CU;

(j) A reference to a clause is a reference to a clause of this CU; and

(k) Any words following the terms “including”, “include”, “in particular”, “for
example” or any similar expression shall be construed as illustrative and shall not
limit the sense of the words, description, definition, phrase or term preceding those
terms.

2 Permitted and Restricted Use; Non-Covered Information

2.1 Permitted Use

Subject to the terms of this CU, the Receiving Party is permitted to:

(a) use the Disclosing Party’s Confidential Information; and

(b) disclose and provide access to such Confidential Information to the Receiving Party's
Representatives,

but solely for the Project and strictly on the basis set out in Clause 2 of this CU.

2.2 Restrictions on Use

The Receiving Party agrees and undertakes:

(a) to hold the Disclosing Party’s Confidential Information in confidence and to take all
precautions to protect such Confidential Information as the Receiving Party employs
with respect to its confidential materials, but in no case will the Receiving Party
employ less than reasonable precautions;
(b) not to use or exploit the Confidential Information in any way except for the Project;
(c) not to disclose any such Confidential Information or any information derived from such
Confidential Information to any third party (other than as set out in clause 2.1(b)
above) without the express written consent of the Disclosing Party;
(d) not to make any use whatsoever at any time of such Confidential Information, except
for the sole limited business purposes of evaluating the Confidential Information
internally to determine whether to undertake the Project or otherwise to further the
business relationship between the Parties relating to the Project;
(e) not to copy or reverse engineer, or attempt to derive the composition or underlying
information, structure or ideas of any such Confidential Information; and
(f) to only disclose the Confidential Information to such of the Receiving Party’s
Representatives that need to have access to it solely for the purpose of the Project
provided that the Receiving Party must ensure that:
(i) each person to whom the Confidential Information is disclosed is made aware
of the terms of this CU; and

(ii) that all such persons will abide by the terms of this CU,
provided further however that the Receiving Party will be responsible for any breach
of any of the provisions of this CU by any of its Representatives to whom Confidential
Information is disclosed.

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2.3 Notification

The Receiving Party must immediately notify the Disclosing Party of any unauthorised release
or disclosure of Confidential Information or other breach of this CU of which the Receiving
Party is aware.

2.4 Non-Covered Information

Without granting any right or license, the Disclosing Party agrees that Clause 2.2 will not apply
with respect to any Confidential Information that:

(a) is or becomes (through no improper action or inaction by the Receiving Party or any of
the Receiving Party's Representatives) generally available to the public; or
(b) was in the Receiving Party’s possession or known by the Receiving Party prior to
receipt from the Disclosing Party; or
(c) was rightfully disclosed to the Receiving Party by a third party without restriction; or
(d) is expressly approved for release by written authorisation of the Disclosing Party; or
is required to be disclosed pursuant to any applicable law, order of court of competent
jurisdiction or by any stock exchange or other regulatory body whose rules the Receiving
Party is obliged to comply with, provided however, to the extent legally permitted, that the
Receiving Party takes all reasonable steps to provide prompt and sufficient notice to the
Disclosing Party so that the Disclosing Party may contest such request, requirement or order
and the Receiving Party does not reasonably object to the Disclosing Party participating in
the applicable proceedings.

3 Term

The obligations set out in this CU will survive the termination of any discussions or
negotiations between the Parties concerning the Project and will, unless otherwise specified,
continue in full force and effect for a period of five (5) years after the date of this CU.

4 Return of Information

4.1 Return/Destroy Information

Immediately upon:

(a) completion of the Project;

(b) the decision by either Party to discontinue the Project; or
(c) a written request by the Disclosing Party at any time (which will be effective when
actually received or delivered (including by email or fax) or five (5) days after being
mailed or couriered (postage prepaid) to the Receiving Party’s address set out in this
CU);
the Receiving Party must within seven (7) days, at the option of the Disclosing Party, either:
(a) return to the Disclosing Party all of the Confidential Information of the Disclosing
Party, all documents or media containing any such Confidential Information and any
and all copies or extracts of such Confidential Information. Upon the request of the
Disclosing Party, a duly authorized officer of the Receiving Party must issue a valid
certificate attesting that all of the Confidential Information of Disclosing Party has
been returned; or

(b) destroy all such Confidential Information and provide the Disclosing Party with a valid
certificate, signed by a duly authorized officer of the Receiving Party, attesting to the
destruction of the Confidential Information.

FZA CU -DrM29-07-19

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4.2 Other Restrictions and Obligations

The Receiving Party further agrees and undertakes:

(a) to take all necessary security measures and degree of care in respect of the
Confidential Information in order to provide adequate protection from unauthorised
disclosure, copying or use;

(b) not to produce copies of the Confidential Information without obtaining the prior
express written consent from the Disclosing Party other than those documents to be
utilised in accordance with the Project and in accordance with the terms of this CU;
and

(c) to return to the Disclosing Party or destroy all works created from the Confidential
Information in accordance with Clause 4.1 above.

5 Disclosure of Negotiations

Except to the extent required by applicable law, or otherwise mutually agreed upon in writing,
neither Party is permitted to disclose the existence or subject matter of the negotiations or
business relationship contemplated by this CU.

6 Remedy

The Parties agree that damages would not normally be an adequate remedy for breach of this
CU. Accordingly, the Disclosing Party will be entitled to:

(a) seek appropriate equitable relief in addition to any remedies it may have at law; and

(b) be indemnified by the Receiving Party from any loss or harm, including, without
limitation, attorney’s fees,

in connection with or arising out of:

(a) any breach, or anticipated breach or enforcement of the Receiving Party’s

obligations under this CU; or

(b) the unauthorized use or release of any Confidential Information.

For the avoidance of doubt the Receiving Party will be principally liable for any acts or
omissions of any of the Receiving Party's Representatives.

7 No Warranty

7.1 Disclaimer of Representation

The Disclosing Party disclaims any and all representations or warranties of any kind, whether
express or implied, made with respect to any information, including the Confidential
Information, provided under this CU, including any implied warranties of merchantability or
fitness for a particular purpose.

7.2 No Liability

The Disclosing Party will have no liability to the Receiving Party or any other individual or
entity connected with the Receiving Party for any claim, loss or damage of any kind or nature
whatsoever arising out of or in connection with the use of the Confidential Information.

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8 Miscellaneous

8.1 Governing Law and Jurisdiction

This CU and any dispute or claim arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims) (“Disputes”) will be governed by and
construed in accordance with the laws of Qatar. The Parties irrevocably agree that the courts
of Qatar will have exclusive jurisdiction to settle any of such Disputes. Notwithstanding the
foregoing, QFZA is entitled to claim any relief, including injunctions before any other courts.

8.2 No Assignment

Neither Party may assign or transfer any rights or obligations under this CU without the other
Party’s prior written consent.
8.3 Entire Undertaking

This CU constitutes the entire CU of the Parties and supersedes all prior undertakings of the
Parties with respect to the matters set forth in this CU and, except as otherwise expressly
provided in this CU, is not intended to confer upon any other person any rights or remedies
under this CU.
8.4 No Amendment

No amendment to, or modification of, this CU will be binding unless in writing and executed by
a duly authorised representative of both Parties.
8.5 Severability

If any provision of this CU is held to be illegal, invalid, or unenforceable, that provision of the
CU shall be enforced to the maximum extent permissible so as to give effect to the intent of
the Parties and the validity, legality, and enforceability of the remaining provisions will not in
any way be affected or impaired thereby.

8.6 Costs

Each Party shall pay its own costs incurred in connection with the Project, whether or not it
proceeds (including without limitation the preparation and negotiation of this CU and any
documents contemplated by it).

8.7 Notices

(a) All notices or approvals required or permitted to be given under this CU must be in
writing and either hand-delivered or sent by facsimile, registered mail, commercial
courier or electronic mail to the other Party at the address for service or facsimile
number or email address first set forth in this CU provided however that all notices of
legal actions or proceedings must be served by hand delivery or commercial courier.

(b) A notice or approval will be deemed given:

(i) if delivered personally, when left at the address first set forth in this CU;

(ii) if sent by registered mail to an address within the country of the sending
Party, two (2) Business Days after it is posted;

(iii) if sent by registered mail to an address outside the country of the sending
Party, five (5) Business Days after it is posted;

(iv) if delivered by commercial courier, on the date and at the time that the
courier's delivery receipt is signed;

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 (v) if sent by facsimile or electronic mail, on completion of its transmission or
delivery provided such transmission or delivery is within the business hours of
the receiving Party, failing which transmission or delivery shall be deemed to
have taken place on the next Business Day of the receiving Party.

8.8 Waiver

No failure to exercise and no delay in exercising on the part of either Party, any right, power or
privilege under this CU will operate as a waiver of such right, power or privilege. Nor will any
single or partial exercise of any right, power or privilege, preclude any other or further exercise
of such right, power of privilege, or the exercise of any other right, power or privilege. Any
such waiver must be by affirmative consent and in writing. The rights and remedies provided
in this CU are cumulative and not exclusive of any rights or remedies provided by any
applicable law.

8.9 Authorisation

The Receiving Party represent that they have the legal capacity to enter into this CU and will
be represented and bound by their respective signatories to this CU.

8.10 Counterparts

This CU may be executed in counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.

Signed for and on behalf of the COMPANY

……………………………………………………

Name:

Title:

(Authorised Signatory)

Company Stamp:

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