NDA in Saudi Arabia: Template, Key Clauses and Local Law (2026)

What an NDA is in Saudi Arabia, and what local law supports it A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract that lets parties share sensitive information while keeping it private. It can be one way, where only one side discloses, or mutual, where both do. In Saudi Arabia an NDA is a civil contract under the Civil Transactions Law, in force since 16 December 2023, and it binds when the parties, the information covered and the obligations are clear and the purpose is lawful. Saudi law supports confidentiality through more than the contract itself: - Contract. A clear NDA is enforceable under the Civil Transactions Law. Courts look for clear identification of the parties and a precise definition of what is confidential, so vague NDAs are weaker.

• Trade secrets. Protection for a trade secret can last as long as the holder makes reasonable efforts to keep it secret. An NDA is one of those reasonable efforts, which is why signing one before you share matters.
• Personal Data Protection Law (PDPL). The PDPL is fully in force, enforced by the Saudi Data and Artificial Intelligence Authority (SDAIA). Where the shared information includes personal data, the PDPL adds duties that a contract cannot sign away, with penalties that can include fines and, for some offences, imprisonment. Do not treat an NDA as a substitute for PDPL compliance. This is general guidance, not legal advice. Confirm the current position with a Saudi lawyer before you rely on any clause. Last verified October 2026. ## Saudi NDA template (mutual) Copy the block below and fill the bracketed fields. For a one way NDA, keep the obligations on the receiving party only. ``` NON-DISCLOSURE AGREEMENT Made on [DATE] BETWEEN: [PARTY A NAME], CR [no.], of [address] AND [PARTY B NAME], CR [no.], of [address] (each a "Party", together the "Parties") 1. PURPOSE The Parties wish to share information to evaluate [describe the purpose, for example a possible supply arrangement] (the "Purpose"). 2. CONFIDENTIAL INFORMATION "Confidential Information" means any non-public information disclosed by one Party to the other, in any form, that is marked confidential or that a reasonable person would treat as confidential, including [technical, commercial, financial, customer and personal data]. 3. OBLIGATIONS The receiving Party will keep the Confidential Information secret, use it only for the Purpose, share it only with those who need it and are bound by like duties, and protect it with reasonable care. 4. EXCLUSIONS The duties do not apply to information that is public through no breach, was already known, is independently developed, or must be disclosed by law or an order of a competent authority (with notice where allowed). 5. PERSONAL DATA Where Confidential Information includes personal data, each Party will comply with the Personal Data Protection Law and its regulations. 6. TERM AND SURVIVAL This Agreement runs for [N] years. The duties of confidence continue for [N] years after it ends, and for trade secrets for as long as the information stays secret. 7. RETURN OR DESTRUCTION On request or on the end of the Purpose, the receiving Party returns or destroys the Confidential Information and copies, subject to legal retention needs. 8. NO LICENCE Nothing here transfers any ownership or licence in the information, beyond the limited right to use it for the Purpose. 9. REMEDIES The Parties agree that damages may not be enough, and a Party may seek an order from a competent court to stop or prevent a breach. 10. GOVERNING LAW AND DISPUTES This Agreement is governed by the laws of the Kingdom of Saudi Arabia, and disputes go to [the competent court / arbitration]. Signed: Party A: __________ Party B: __________

- **Confidential Information (clause 2).** Be precise. Saudi courts favour an NDA that clearly identifies the parties and defines the information, so avoid a definition so broad that a court cannot apply it.
- **Personal data (clause 5).** If any shared information is personal data, the PDPL applies on top of the contract. State compliance clearly, because PDPL duties cannot be waived by agreement.
- **Term and survival (clause 6).** Separate the life of the agreement from the life of the duty. A trade secret can stay protected for as long as it is kept secret, so the confidentiality duty can outlast the contract.
- **Remedies (clause 9).** Say that damages alone may not be enough and that a party can ask a court to stop a breach, so the NDA has teeth beyond a money claim. ## Red flags to check before you sign - A definition of confidential information so wide or so narrow that a court cannot apply it.
- No carve-out for information that is public, already known, independently developed or required by law.
- A missing personal data clause where the shared information includes personal data under the PDPL.
- A confidentiality duty that ends with the contract, leaving trade secrets unprotected.
- No return or destruction obligation at the end of the Purpose.
- An English only NDA where an Arabic version may be needed to enforce it. ## Mutual or one way, and getting the basics right Choose the shape before you draft. Use a one way NDA when only one side discloses, for example when you share plans with a possible supplier. Use a mutual NDA when both sides will reveal sensitive information, which is common before a partnership or a deal. A mutual NDA is often easier to agree, because neither side feels it is the only one taking on duties. Whatever the shape, the basics decide whether the NDA holds. Name the parties precisely, including the right legal entities. Define the Purpose narrowly, because it fixes what the other side may do with your information. Define Confidential Information clearly enough that a court can apply it, and mark documents as confidential where you can, since a clear marking supports the claim later. Keep a short record of what was disclosed and when, so if a dispute arises you can show what was covered. These habits cost little at signing and save a great deal if the information ever leaks. ## A note on jurisdiction and Adira's coverage The PDPL and trade secret practice in Saudi Arabia continue to develop, so confirm the current position with Saudi counsel, especially where personal data is involved. Adira is India first in its depth today and uses an international setting for other jurisdictions. Deep, verified Saudi coverage, including Arabic language drafting, is on Adira's roadmap rather than established today, so treat any Saudi specific output as a draft to check locally. ## Where a contract workspace helps A template gets you a sound NDA. The ongoing work is keeping every NDA consistent, knowing which counterparties are under which terms, tracking when a duty of confidence expires, and holding each signed version in one place so you can prove what was agreed. When drafting, review and tracking live in one AI workspace tuned to how your company shares information, the purpose, survival period and personal data terms stay consistent across every NDA, with edits made in plain language. [Adira](https://adiralaw.com) is one workspace built to work this way, with Saudi depth on its roadmap. This template alone is enough to put a fair NDA in place today.