Confidential Information / Trade Secrets

Confidential information and trade secrets are two categories of information that are of increasing importance across industry sectors across the world and, in recent years, the subject of both contentious disputes between companies and criminal penalties against individuals. 

Under UAE law, the obligation to keep information confidential is set out in various national laws, including: 

• Federal Law No. (34) of 2021 On Countering Rumors and Cybercrimes 
• Federal Law No. (31) of 2021 Promulgating the Crimes and Penalties Law 
• Federal Law No. (33) of 2021 Regulating Labour Relations 

Importantly, there are differences between confidential information and trade secrets. 

• Confidential information is that which is confidential, often with an inherent value in the information to an entity (but not always of commercial value), which has been disclosed in confidence, and for which steps have been taken to protect it. 
• Trade secrets are a type of confidential information but which has (or may have) specific commercial value due to it being secret, which is known to only a limited number of people, and where the holder of the trade secret has taken steps to protect it.  

It is useful to remember that trade secrets can include commercially secret information, such as client and supplier lists or business strategies, but also technically secret information, such as designs, drawings, as manufacturing processes for example. 

The differing nature of confidential information and trade secrets means that different steps are required to effectively protect each but both can be of very significant value, importance, or both to the holder. 

Hadef & Partners has extensive experience in advising on effective strategies for the protection of confidential information and trade secrets and in doing so in a commercially focused way being in mind costs of implementation, ease of use, and the interface of such steps with the day-to-day operations of a business.  

We have advised on confidentiality agreements and trade secret protocols across a wide variety of industries and sectors, including in the construction, financial service, retail, manufacturing, e-commerce, entertainment, sports & leisure, education, and health care areas. 

Since exposure to confidential information and trade secrets often arises in the context of employment and contractor arrangements, we work closely with our Employment practice on the integration of intellectual property provisions, including in relation to confidential information and trade secrets, into employment and contractor agreements and advising on practical protection measures to be taken by employers. Equally, the steps necessary to implement effective confidential information and trade secret protocols often generate personal data and we work with our Data Protection practice to ensure that local UAE data protection laws (both onshore and free-zone), and applicable laws in other jurisdictions, are complied with. 

• Advising on and drafting confidentiality and non-disclosure agreements for a range of circumstances including potential investment and acquisition steps by a third party. 
• Drafting policies for employers on the identification of confidential information and trade secrets and guidance on disclosure, access and dissemination. 
• Advising a UAE based multi-national retailer on security steps and the implementation and enforcement of policies and workflows in relation to confidential information and trade secrets including on access tracking; ‘lock-out’ access measures (physical and electronic); version control and marking/tracking of confidential information/trade secret material; and on liaising with their marketing and business development team to ensure that inadvertent disclosure in promotional and marketing collateral did not occur. 
• Advising a UAE based education provider on confidential information policies, and drafting Non-Disclosure Agreements, in relation to their third party suppliers. 
• Review and advising on a wide range of employment contracts across a range of sectors and advising on provisions to address confidential information and trade secret policies during the term of employment but also employee exit steps and policies to ‘ring-fence’ and secure confidential information, trade secrets, and other intellectual property rights.