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NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (hereinafter called the


Agreement) is made and entered into this [Day] of the month of [Month]
2017, by and between:

[Name of the first Party] with its head office located at [Address of the
first Party] (hereinafter called the [Short Name or Acronym]), on the one
hand

And

[Name of the second Party] with its head office located at [Address of the
second Party] (hereinafter called [Short Name or Acronym]), on the
other hand.

[Name of the first Party] and [Name of the second Partner] are each a
disclosing Party (hereinafter called Discloser) and a receiving party
(hereinafter called Recipient) under this Agreement.

Both the above for the purpose of this Agreement hereinafter collectively
called the Parties and individually called the Party.

WHEREAS

(a) in connection with exploring and evaluating a possible business


relationship in the field of [Mention business purpose], and for the
purpose of conducting any ongoing relationship, the Parties
recognize the need to disclose to one another certain of their
Confidential Information (as defined below); and

(b) the Parties agree on the terms and conditions, upon which one Party
will disclose such Confidential Information to the other Party.

NOW, THEREFORE, the Parties hereby agree as follows:

1. Confidential Information is defined as any and all information


consistent with the purpose described below that is (i) disclosed
under this Agreement in oral, written, graphic, machine
recognizable, and/or sample form, being clearly designated, labeled
or marked as confidential or its equivalent or (ii) obtained by
examination, testing or analysis of any hardware, software or any
component part thereof provided by Discloser to Recipient.
Confidential Information that is disclosed orally shall be identified as
confidential at the time of disclosure and confirmed by the Discloser
by submitting a written document to the Recipient within [Insert
number of days] days after such disclosure. The written document

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shall contain a summary of the Confidential Information and shall be
labeled or marked as confidential or its equivalent. CONFIDENTIAL
INFORMATION IS DISCLOSED FOR EVALUATION ONLY. The purpose of
this evaluation is to enable the parties to pursue exploratory
discussions concerning a possible collaboration between them in
relation to a potential business relationship and in connection with
this purpose. Both Parties may disclose to each other certain
confidential technical and business information which Discloser
desires Recipient to treat as confidential (hereinafter called the
Purpose).

2. The Recipient is not obliged to maintain as confidential, Confidential


Information that Recipient can demonstrate by documentation (i) is
now available or becomes available to the public without breach of
this Agreement; (ii) is explicitly approved for release by written
authorization of Discloser; (iii) is lawfully obtained from a third party
or parties without a duty of confidentiality; (iv) is disclosed to a third
party by the Discloser without a duty of confidentiality; (v) is known
to Recipient prior to such disclosure; (vi) is independently developed
by Recipient without the use of any of Disclosers Confidential
Information or any breach of this Agreement; or (vii) is required to
be disclosed by a valid court order provided that Recipient has first
given Discloser reasonable written notice of such requirement and
fully cooperates with Discloser in seeking confidential treatment for
any such disclosure.

3. The Parties agree that during the term of this Agreement and for a
period of 3 years from the expiration or termination of this
Agreement, Recipient shall (i) not disclose Confidential Information
to any third party; (ii) restrict disclosure of Confidential Information
to only those employees, agents or consultants who must be
directly involved with the Confidential Information for the evaluation
Purpose as set forth in paragraph 1 above and who are bound by
confidentiality terms substantially similar to those in this
Agreement; (iii) not reverse engineer, de-compile or disassemble
any Confidential Information; (iv) use the same degree of care as for
its own information of like importance, but at least use reasonable
care, in safeguarding against disclosure of Confidential Information;
and (v) promptly notify Discloser upon discovery of any
unauthorized use or disclosure of the Confidential Information and
take reasonable steps to regain possession of the Confidential
Information and prevent further unauthorized actions or other
breach of this Agreement.

4. The Parties agree that all Confidential Information disclosed


hereunder shall remain the property of the Discloser and shall not
be copied or reproduced without the express written permission of
the Discloser, except for such copies as may be absolutely
necessary in order to perform the evaluation contemplated

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hereunder. Upon expiration or termination of this Agreement, or
within [Insert number of days] days of receipt of Disclosers written
request, Recipient shall return all Confidential Information to
Discloser along with all copies and portions thereof; or certify in
writing that all such Confidential Information has been destroyed.
However, Recipient may retain one copy of the Confidential
Information which it may use only in case of a dispute concerning
this Agreement. No license, express or implied, in the Confidential
Information is granted other than to use the Confidential Information
in the manner and to the extent authorized by this Agreement. All
Confidential Information disclosed hereunder is provided by
Discloser without representation or warranty of any kind.

5. This Agreement shall become effective on the date of signing of this


Agreement by the Parties and shall be valid for an initial period of
two (2) years from the effective date. Either Party may terminate
this Agreement for any reason by giving [Insert number of days]
days written notice to the other party. Recipients obligations
regarding Confidential Information as stated in paragraph 3 shall
survive the expiration or termination of this Agreement.

6. This Agreement is the entire agreement between the Parties with


respect to the subject matter contained herein and supersedes all
prior or contemporaneous oral or written agreements concerning
this subject matter. This Agreement may only be modified in writing
by the Parties, which shall be signed by the Parties. Any
understanding between the Parties beyond the Purpose of this
Agreement shall be set forth in a separate written agreement
containing appropriate terms and conditions.
This Agreement shall be governed by and construed in accordance with
the applicable laws of Islamic Republic of Pakistan.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to


be signed in their respective names in two identical counterparts, each of
which shall be deemed as the original, as of the day, month and year first
above written.

For and on behalf of For and on behalf of


[Name of the first Party] [Name of the second Party]

Signatures .. Signatures .

Name Name ..

Title . Title

Seal Seal

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