Commercial Contract

MUTUAL NON DISCLOSURE AGREEMENT

Small and Medium Enterprises Development Authority

Ministry of Industries & Production
Government of Pakistan
www.smeda.org.pk
HEAD OFFICE
4th Floor, Building No. 3, Aiwan-e-Iqbal Complex, Egerton Road,
Lahore
Tel: (92 42) 111 111 456, Fax: (92 42) 36304926-7
helpdesk@smeda.org.pk

REGIONAL OFFICE REGIONAL OFFICE REGIONAL OFFICE REGIONAL OFFICE

PUNJAB SINDH KPK BALOCHISTAN

3rd Floor, Building No. 3, 5TH Floor, Bahria Ground Floor Bungalow No. 15-A
Aiwan-e-Iqbal Complex, Complex II, M.T. Khan Road, State Life Building Chaman Housing Scheme
Egerton Road Lahore, Karachi. The Mall, Peshawar. Airport Road, Quetta.
Tel: (042) 111-111-456 Tel: (021) 111-111-456 Tel: (091) 9213046-47 Tel: (081) 831623, 831702
Fax: (042) 36304926-7 Fax: (021) 5610572 Fax: (091) 286908 Fax: (081) 831922
helpdesk.punjab@smeda.org.pk helpdesk-khi@smeda.org.pk helpdesk-pew@smeda.org.pk helpdesk-qta@smeda.org.pk

January 2013
Mutual Non Disclosure Agreement
Pro-Gole (Right to do Business)
Legal Services, B&SDS

LEGAL SERVICES, SMEDA

The Legal Services (LS) department is a part of Business & Sector Development
Services Division of the Small Medium Enterprises Development Authority and plays
a key role in providing an overall facilitation and support to the small businesses. The
LS believes that information dissemination among the small businesses on the
existing legal & regulatory environment and business to business and business to
client contracting is of paramount importance and plays a pivotal role in their
sustainable development.

In order to facilitate small businesses, the LS, under the Pro-GOLE (Right to do
business) project, a joint SMEDA-UNDP initiative for supporting the small businesses,
has developed user-friendly contract templates.

Pro-GOLE, (Right to do Business)

The UNDP has partnered with the Small and Medium Enterprises Development
Authority to initiate and execute the Pillar 4 (Right to do business) component of the
UNDP PRO-GOLE project which seeks to enhance the legal awareness and mobility of
marginalized/ informal businesses. Under the project legal services outreach shall be
extended to small businesses including home based enterprises, small shopkeepers,
growers, women entrepreneurs, hawking vendors etc. In addition, small business
shall be mobilized to access legal services.

The Need for Commercial Contracts Templates

In an increasingly complex and competitive industry, it is vital that suppliers and
purchasers are fully protected against legal and commercial risks. To counter such
risks, a viable solution; available as- of the shelf commercial contract templates- will
provide the users with first class ready to use support. With obligations properly set
out and liabilities accurately defined, the users will be in a far better position to look
after their rights and interests and move forward from their marginalized positions to
being active players of the economy. The Legal Service Providers can equally take
benefit of these templates for their professional and business development.

Disclaimer
The information contained in this template is meant to facilitate the businesses in
documenting transactions with reference to business protection. However, SMEDA,
UNDP or any of their employees or representatives accept no responsibility and
expressively disclaim any and all liabilities for any and all losses/shortfalls caused by
or motivated by recommendations from the information contained within this
document. Although SMEDA’s ambition is to provide accurate and reliable
information; yet, the document is not an alternative to expert legal advice and
should ideally be used in conjunction with the same. Any person using this document
and or benefiting from the information contained herein shall do so at his/her own
risk and costs and be deemed to have accepted this disclaimer.
All information contained in this document may be freely used provided that relevant
acknowledgement is accurately quoted with each usage.

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Mutual Non Disclosure Agreement
Pro-Gole (Right to do Business)
Legal Services, B&SDS

5. MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON DISCLOSURE AGREEMENT (hereinafter referred to as the

“Agreement”) is made and entered into at ______ on this __________ day of
_______ 20__,

BY AND BETWEEN:

M/s [insert Name], a public/private company incorporated under the Companies

Ordinance, 1984, having its registered office at [insert Address] through its
[insert Designation], Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a partnership concern of Mr/Mrs/Ms [insert Name] and
Mr/Mrs/Ms [insert Name], having its place of business at [insert Address]
through its Partner, Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a sole proprietorship concern of Mr/Mrs/Ms [insert Name],
having its place of business at [insert Address] through Mr/Mrs/Ms [insert
Name];

(Hereinafter referred to as the “First Party”, which expression shall, wherever the
context so permits, mean and include its assigns, nominees, agents and
successors-in-interest)

AND

M/s [insert Name], a public/private company incorporated under the Companies

Ordinance, 1984, having its registered office at [insert Address] through its
[insert Designation], Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a partnership concern of Mr/Mrs/Ms [insert Name] and
Mr/Mrs/Ms [insert Name], having its place of business at [insert Address]
through its Partner, Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a sole proprietorship concern of Mr/Mrs/Ms [insert Name],
having its place of business at [insert Address] through Mr/Mrs/Ms [insert
Name];

(Hereinafter referred to as the “Second Party”, which expression shall, wherever

the context so permits, mean and include its heirs, assigns, nominees, agents)

(The First Party and the Second Party are hereinafter collectively referred to as
the “Parties”, and individually as the “Party”).

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Mutual Non Disclosure Agreement
Pro-Gole (Right to do Business)
Legal Services, B&SDS

WHEREAS the First Party and the Second Party (hereinafter referred to as the
“Parties”) have an interest in participating in discussions wherein either Party
might share information with the other Party which the disclosing Party may
consider to be proprietary to itself and confidential in nature (hereinafter referred
to as the “Confidential Information”).

AND WHEREAS the Parties agree that the Confidential Information of a Party
might include, but not be limited to information regarding that Party’s:

i. business plans, methods, and practices;

ii. personnel, customers, and suppliers;
iii. inventions, processes, methods, products, patent applications, and other
proprietary rights; and/or
iv. specifications, drawings, sketches, models, samples, tools, computer
programs, technical information, or other related information.

NOW, THEREFORE, the Parties have entered into this Agreement on the terms
and conditions mentioned below:

1. Either Party may disclose Confidential Information to the other Party in

confidence, provided that the disclosing Party identifies such information as
proprietary and confidential, either by marking it in case of written materials,
or in case of information that is disclosed orally or written materials that are
not marked, by notifying the other Party of the proprietary and confidential
nature of the information, such notification to be made orally, by e-mail or
written correspondence, or via other means of communication as might be
appropriate.

2. When informed of the proprietary and confidential nature of the Information

that has been disclosed by a Party (hereinafter referred to as the “Disclosing
Party”), the receiving Party (hereinafter referred to as the “Recipient”) shall,
for a period of [insert number] years from the date of disclosure, refrain from
disclosing such Confidential Information to any third party without prior
written approval from the Disclosing Party and shall protect such Confidential
Information from inadvertent disclosure to a third party using the same care
and diligence that the Recipient uses to protect its own proprietary and
confidential information, and in no case less than reasonable care.

3. The Recipient shall ensure that each of its employees, officers, directors, or
agents who has access to Confidential Information disclosed under this
Agreement is informed of its proprietary and confidential nature, and is
required to abide by the terms of this Agreement.

4. The Recipient of Confidential Information disclosed under this Agreement

shall promptly notify the Disclosing Party of any disclosure of such

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Mutual Non Disclosure Agreement
Pro-Gole (Right to do Business)
Legal Services, B&SDS

Confidential Information in violation of this Agreement, or of any legal

process requiring production or disclosure of said Confidential Information.

5. All Confidential Information disclosed under this Agreement shall be and

remain the property of the Disclosing Party and nothing contained in this
Agreement shall be construed as granting or conferring any rights on the
other Party to such Confidential Information.

6. The Recipient shall honor any request from the Disclosing Party to promptly
return or destroy all copies of Confidential Information disclosed under this
Agreement and all notes related to such Confidential Information.

7. The Parties agree that the disclosing Party will suffer irreparable injury if its
Confidential Information is made public, released to a third party, or
otherwise disclosed in breach of this Agreement and that the disclosing Party
shall be entitled to obtain injunctive relief against a threatened breach or
continuation of any such breach and, in the event of such breach, an award
of actual and exemplary damages from any court of competent jurisdiction.

8. The terms of this Agreement shall not be construed to limit either Party’s
right to develop independently or acquire products without use of the other
Party’s Confidential Information. The Disclosing Party acknowledges that the
Recipient may currently or in the future be developing information internally,
or receiving information from third parties, which is similar to the Confidential
Information. Nothing in this Agreement will prohibit the Recipient from
developing or having developed for it products, concepts, systems or
techniques that are similar to or compete with the products, concepts,
systems or techniques contemplated by or embodied in the Confidential
Information, provided that the Recipient does not violate any of its
obligations under this Agreement in connection with such development.

9. Notwithstanding the above, the Parties agree that information shall not be
deemed Confidential Information and the Recipient shall have no obligation to
hold in confidence such information, where such information:

(a) Is already known to the Recipient, having been disclosed to the

Recipient by a third party without such third party having an obligation
of confidentiality to the Disclosing Party; or
(b) Is or becomes publicly known through no wrongful act of the Recipient,
its employees, officers, directors, or agents; or
(c) Is independently developed by the Recipient without reference to any
Confidential Information disclosed hereunder; or
(d) Is approved for release (and only to the extent so approved) by the
Disclosing Party; or
(e) Is disclosed pursuant to the lawful requirement of a court or
governmental agency or where required by operation of law.

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 Mutual Non Disclosure Agreement
Pro-Gole (Right to do Business)
Legal Services, B&SDS

10. Nothing in this Agreement shall be construed to constitute an agency,

partnership, joint venture, or other similar relationship between the Parties.

11. Neither Party shall, without prior approval of the other Party, make any public
announcement of, or otherwise disclose the existence or the terms of this
Agreement.

12. This Agreement contains the entire agreement between the Parties, and in no
way creates an obligation for either Party to disclose information to the other
Party or to enter into any other agreement.

13. This Agreement shall remain in effect for a period of [insert number] years
from the date of signing of this Agreement by the Parties, unless otherwise
terminated by either Party by giving notice to the other Party of its desire to
terminate this Agreement.

14. The requirement to protect Confidential Information disclosed under this

Agreement shall survive the termination of this Agreement.

IN WITNESS WHEREOF, the Parties have signed this Contract, having fully
understood the conditions set therein, of their own free will, in the presence of
witnesses.

_____________________ _____________________
For and on behalf of For and on behalf of
The First Party The Second Party

Witnesses:

1. 2. ______________________________
_____________________________
Name: ________________________
Name: _______________________
Address:_______________________
Address:______________________
______________________________
_____________________________