Mutual NDA Framework

Last updated: 2026-05-18 · For enterprise legal counsel review

For litigation, M&A, medical, IP, or regulated-industry confidential matters, a Mutual NDA precedes any file transfer to Arkan. This page describes the framework Arkan applies; the executable document is delivered on request from info@arkanlegaltranslation.ae.

When an NDA Is Required Before File Transfer

Arkan requires an executed Mutual NDA before any document leaves the client's control in the following scenarios. Enterprise clients may also request NDA on any other engagement.

• Active or anticipated litigation evidence (court filings, witness statements, expert reports, deposition transcripts).
• M&A documentation in due-diligence or signing phases (term sheets, shareholder agreements, asset registers, financial statements).
• Medical records and patient-identifiable health information.
• Intellectual property filings (patent applications, trade-secret documents, technical specifications).
• Regulated-industry confidential information (financial-services regulatory filings, healthcare provider records, defence-sector documentation, government tenders).
• Internal corporate investigations and whistleblower documentation.

Scope and Term

• Parties: Discloser and Recipient - mutual structure (each party may disclose to the other).
• Confidential information: documents, source files, communications, terminology preferences, business processes, names of subcontractors, pricing, and any information marked confidential or disclosed in circumstances reasonably indicating confidentiality.
• Permitted uses: only for performance of the contracted translation, interpretation, or attestation-routing work.
• Required handling: at minimum the same standards as Arkan's internal policy - encrypted storage, role-based access control, NDA-bound subcontractors, audit logs per project.
• Term: 3 years post-engagement by default. Longer terms available on request (5-year and 7-year terms are common for M&A and litigation matters).
• Return or destruction: on written request at end of engagement; certificate of destruction provided within 5 business days.

Standard Clauses Included in Arkan's NDA

• Definition of Confidential Information - broad, covering documents, communications, terminology, business processes, and any information reasonably understood to be confidential.
• Mutual confidentiality obligations - each party agrees to protect the other's information.
• Permitted disclosures - to those staff and contracted translators who need access to perform the work, all bound by NDAs of equivalent scope.
• Exclusions - information already public, independently developed, lawfully received from a third party without confidentiality obligation, or required to be disclosed by law or court order (with prompt notice to the discloser where lawful).
• Return or destruction at end - with certificate of destruction on request, subject to MOJ retention exception (see below).
• Equitable remedies - both parties acknowledge that breach may cause irreparable harm and that injunctive relief is appropriate in addition to damages.
• Term and survival - confidentiality obligations survive termination for the agreed period.
• Governing law and jurisdiction - UAE Federal Law and Dubai Courts by default; DIFC arbitration optional on mutual agreement.
• Notices - formal notice addresses for each party.
• Severability - invalid clauses do not invalidate the rest.
• Entire agreement - the NDA is the entire agreement on confidentiality, superseding prior discussions on the topic.
• Counterparts and electronic signature - execution by exchange of signed PDFs or via DocuSign / Adobe Sign is binding.

Compatibility with Client NDAs

Arkan will review and execute a client's standard NDA where its terms are reasonable and compatible with UAE law, Arkan's MOJ retention duty, and Arkan's regulatory recordkeeping obligations. Common review points:

• Indemnification scope - Arkan will not accept uncapped indemnification on third-party claims; standard cap aligns with the liability cap in the Terms of Service (per-service fee paid), with carve-outs for fraud, gross negligence, and wilful confidentiality breach.
• Audit rights - reasonable audit rights with notice are acceptable; perpetual or surprise-audit clauses are negotiated.
• Insurance requirements - professional indemnity coverage available on enterprise contract; specific carrier or coverage minimums are negotiable.
• Choice of law - Arkan defaults to UAE law but can accept English law or DIFC law for matters connected to those jurisdictions.

Subcontractor Coverage

Every contracted MOJ-licensed translator and every Arkan staff member is bound by NDAs of equivalent scope before any document is released to them. The chain of confidentiality does not break at the subcontractor boundary. For special-category matters, the named translator's NDA can be furnished to the client under the umbrella NDA.

MOJ Retention Exception

MOJ-licensed translators have a regulatory duty to retain a copy of certified work for the period prescribed by the UAE Ministry of Justice. Arkan cannot agree to NDA clauses that conflict with this duty. The retained MOJ copy is held in a sealed, access-restricted archive separate from active project storage and is used solely for MOJ verification on request. This exception will be disclosed and documented during NDA review.

How to Execute an NDA with Arkan

1. Email info@arkanlegaltranslation.ae with subject "Mutual NDA - [Client Name]".
2. Indicate which template you prefer: Arkan's standard, your standard for review, or a negotiated form.
3. Standard NDA turnaround: 2 business days for execution.
4. Negotiated NDA: 5 business days for first redline; longer for complex terms.
5. Execution: by exchange of signed PDFs, DocuSign, Adobe Sign, or wet ink at either registered office by appointment.

Confidentiality Without a Separate NDA

Note that Arkan's Terms of Service include a default confidentiality undertaking that applies to every engagement, even where no separate NDA is executed. Arkan staff and contracted translators are continuously bound by standing NDAs regardless of whether the client executes a separate NDA. A separate Mutual NDA gives the client explicit contractual remedies; the default Terms provide the operational obligation.