Contracts template

Non-Disclosure Agreement (NDA) — Pakistan

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (this "Agreement") is made at [CITY], Pakistan on this [DAY] day of [MONTH], [YEAR] (the "Effective Date")

BY AND BETWEEN

[PARTY A LEGAL NAME], a [sole proprietorship / partnership firm / company incorporated under the Companies Act, 2017] having its [registered/principal] office at [PARTY A ADDRESS], holding [NTN / CNIC No.] [NUMBER] (hereinafter "Party A", which expression shall, where the context permits, include its successors-in-interest and permitted assigns) of the ONE PART;

AND

[PARTY B LEGAL NAME], a [sole proprietorship / partnership firm / company incorporated under the Companies Act, 2017] having its [registered/principal] office at [PARTY B ADDRESS], holding [NTN / CNIC No.] [NUMBER] (hereinafter "Party B", which expression shall, where the context permits, include its successors-in-interest and permitted assigns) of the OTHER PART.

Party A and Party B are hereinafter referred to individually as a "Party" and collectively as the "Parties".

RECITALS

A. The Parties wish to explore and/or pursue a potential business relationship concerning [DESCRIBE PURPOSE, e.g. a possible supply arrangement / software development engagement / joint venture / investment] (the "Purpose").

B. In connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information.

C. The Parties wish to record the terms on which such information is to be disclosed, received, protected and used.

NOW THEREFORE, in consideration of the mutual covenants set out below and intending to be legally bound, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION
1.1 "Confidential Information" means any information, in whatever form (whether oral, written, electronic, visual or otherwise) and whether or not marked as confidential, disclosed by or on behalf of one Party (the "Disclosing Party") to the other (the "Receiving Party") in connection with the Purpose, including but not limited to: trade secrets, know-how, business plans, financial data, pricing, customer and supplier lists, technical data, source code, designs, processes, forecasts, marketing strategies and the existence and terms of this Agreement and of the discussions between the Parties.
1.2 "Representatives" means, in relation to a Party, its directors, partners, officers, employees, agents, professional advisers and affiliates who need to know the Confidential Information for the Purpose.
1.3 Words importing the singular include the plural and vice versa; references to a statute include any amendment or re-enactment thereof; and clause headings are for convenience only and do not affect interpretation.

2. EXCLUSIONS
2.1 Confidential Information does not include information that the Receiving Party can demonstrate by written record: (a) was already lawfully in its possession free of any obligation of confidence before disclosure; (b) is or becomes publicly available otherwise than through breach of this Agreement; (c) is lawfully received from a third party entitled to disclose it without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

3. OBLIGATIONS OF CONFIDENTIALITY
3.1 The Receiving Party shall: (a) keep the Confidential Information strictly confidential; (b) use it solely for the Purpose and for no other purpose; (c) not disclose it to any third party except to its Representatives on a need-to-know basis; (d) ensure that its Representatives are bound by confidentiality obligations no less stringent than those in this Agreement and remain liable for their acts and omissions; and (e) protect it using at least the same degree of care it applies to its own confidential information, and in no event less than a reasonable degree of care.
3.2 The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any unauthorised use or disclosure of the Confidential Information.

4. COMPELLED DISCLOSURE
4.1 If the Receiving Party is required by law, court order or any competent regulatory or governmental authority to disclose any Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order, and shall disclose only that portion of the Confidential Information which it is legally compelled to disclose.

5. NO LICENCE; NO REPRESENTATION
5.1 All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence or right, by implication or otherwise, in respect of any intellectual property of the Disclosing Party, save the limited right to use the Confidential Information for the Purpose.
5.2 Each Party provides Confidential Information "as is" and makes no warranty as to its accuracy or completeness, save as may be agreed in a separate definitive agreement.

6. RETURN OR DESTRUCTION
6.1 Upon the written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all Confidential Information together with all copies, and certify such destruction in writing, save that one copy may be retained solely for legal/archival compliance and any copy retained automatically in routine electronic backups, which copies shall remain subject to this Agreement.

7. TERM AND SURVIVAL
7.1 This Agreement commences on the Effective Date and continues for [TERM, e.g. two (2)] years, unless earlier terminated by either Party on [NUMBER] days' written notice.
7.2 Notwithstanding termination or expiry, the confidentiality obligations in respect of Confidential Information disclosed during the term shall survive for a period of [SURVIVAL PERIOD, e.g. three (3)] years from the date of disclosure, and indefinitely in respect of any information that constitutes a trade secret for so long as it remains a trade secret.

8. REMEDIES
8.1 The Parties acknowledge that damages may not be an adequate remedy for breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive and other equitable relief, including specific performance under the Specific Relief Act, 1877, in addition to any other remedy available at law, without the requirement to post security where permitted.

9. INDEMNITY
9.1 The Receiving Party shall indemnify and hold harmless the Disclosing Party against all direct losses, damages, costs and reasonable legal expenses arising from any unauthorised use or disclosure of the Confidential Information by the Receiving Party or its Representatives.

10. LIMITATION OF LIABILITY
10.1 Save in respect of breach of confidentiality, fraud, wilful misconduct or any liability that cannot be excluded under the laws of Pakistan, neither Party shall be liable to the other for any indirect, incidental or consequential loss, or for loss of profit, revenue, business or goodwill.

11. GOVERNING LAW AND JURISDICTION
11.1 This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of Pakistan, including the Contract Act, 1872.
11.2 Subject to Clause 12, the courts at [CITY], Pakistan shall have exclusive jurisdiction.

12. DISPUTE RESOLUTION
12.1 The Parties shall first attempt to resolve any dispute amicably through good-faith negotiation between their authorised representatives within [NUMBER] days of written notice of the dispute.
12.2 Failing amicable resolution, the dispute shall be referred to and finally resolved by arbitration by a sole arbitrator to be appointed by mutual consent (failing which by the court on application) under the Arbitration Act, 1940. The seat and venue of arbitration shall be [CITY], and the proceedings shall be conducted in [English/Urdu]. The award shall be final and binding.

13. FORCE MAJEURE
13.1 Neither Party shall be liable for failure or delay in performing its obligations (other than payment and confidentiality obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, civil unrest, epidemic, fire, flood, or action of government, provided the affected Party gives prompt notice and uses reasonable efforts to mitigate.

14. NOTICES
14.1 All notices shall be in writing and delivered by hand, courier, registered post or email to the address/email of the relevant Party set out above (or as later notified), and shall be deemed received: if by hand, on delivery; if by courier/registered post, on the third business day after dispatch; if by email, on transmission provided no delivery-failure notice is received.

15. GENERAL
15.1 Assignment. Neither Party may assign or transfer this Agreement without the prior written consent of the other.
15.2 No Partnership. Nothing in this Agreement creates any partnership, agency, joint venture or employment relationship between the Parties.
15.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force, and the Parties shall replace the affected provision with a valid one of nearest effect.
15.4 Waiver. No failure or delay in exercising any right shall operate as a waiver, and no waiver shall be effective unless in writing.
15.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior discussions and understandings.
15.6 Amendment. No amendment is effective unless made in writing and signed by both Parties.
15.7 Counterparts. This Agreement may be executed in counterparts, each of which is an original and which together constitute one instrument.

IN WITNESS WHEREOF the Parties have executed this Agreement on the date first above written.

For and on behalf of PARTY A

Signature: ______________________
Name: [NAME]
Designation: [DESIGNATION]
CNIC: [CNIC]

WITNESS 1
Signature: ______________________
Name: [NAME]   CNIC: [CNIC]   Address: [ADDRESS]

WITNESS 2
Signature: ______________________
Name: [NAME]   CNIC: [CNIC]   Address: [ADDRESS]

For and on behalf of PARTY B

Signature: ______________________
Name: [NAME]
Designation: [DESIGNATION]
CNIC: [CNIC]

WITNESS 1
Signature: ______________________
Name: [NAME]   CNIC: [CNIC]   Address: [ADDRESS]

WITNESS 2
Signature: ______________________
Name: [NAME]   CNIC: [CNIC]   Address: [ADDRESS]