Non-Disclosure Agreement (NDA)

1. Parties

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either party that is marked as "Confidential", "Proprietary", or "Trade Secret", or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including:

• Technical information: source code, algorithms, architecture, database schemas, security configurations, APIs, system designs, technical roadmaps
• Business information: pricing models, financial statements, customer and supplier lists, business strategies, unannounced products, commercial terms
• Trade secrets: as defined by the EU Trade Secrets Directive 2016/943/EU and the US Defend Trade Secrets Act (DTSA) 2016
• Legal and contractual information: contracts, negotiations, dispute information, corporate structure
• Personal data: any personal data shared during the engagement, subject to applicable data protection laws
• Oral disclosures: information disclosed verbally that is identified as confidential at the time of disclosure and confirmed in writing within 14 days

3. Obligations of the Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (no less than reasonable care)
• Not disclose Confidential Information to any third party without prior written consent from the Disclosing Party
• Use Confidential Information solely for the Purpose stated in this Agreement
• Limit access to Confidential Information to those employees, contractors, or advisors who have a need to know for the Purpose and are bound by equivalent confidentiality obligations
• Promptly notify the Disclosing Party in writing upon discovery of any unauthorised use or disclosure of Confidential Information

4. Exclusions from Confidential Information

Confidential Information does not include information that:

• Was in the public domain at the time of disclosure or subsequently enters the public domain through no fault of the Receiving Party
• Was independently known by the Receiving Party prior to disclosure, as evidenced by written records
• Was independently developed by the Receiving Party without use of the Confidential Information
• Was rightfully obtained from a third party without confidentiality restriction
• Is required to be disclosed by law, court order, or regulatory authority (provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates with any efforts to seek protective measures)

5. Term and Survival

This Agreement shall commence on the Effective Date and continue for a period of three (3) years. The obligations of confidentiality with respect to trade secrets (as defined under the EU Trade Secrets Directive 2016/943/EU and DTSA 2016) shall survive indefinitely, for as long as such information remains a trade secret under applicable law.

Either party may terminate this Agreement with 30 days' written notice. Termination does not release either party from their confidentiality obligations with respect to information disclosed prior to termination.

6. Ownership and Return of Information

All Confidential Information remains the exclusive property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence or right in or to the Confidential Information beyond the limited purpose described herein.

Upon written request or termination, the Receiving Party shall promptly return or destroy all Confidential Information (in all forms) and certify in writing that it has done so.

7. Data Protection

Where Confidential Information includes personal data, both parties agree to comply with applicable data protection laws, including the EU GDPR 2016/679, UK GDPR, and Pakistan PDPB. Personal data shall be processed only as necessary for the Purpose and with appropriate technical and organisational safeguards in place.

8. Remedies

Each party acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, each party agrees that the non-breaching party shall be entitled to seek equitable relief (including injunctions and specific performance) without the requirement to post bond or other security, in addition to all other remedies available at law or in equity.

9. Electronic Signatures

This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original. Electronic signatures are valid and binding in compliance with:

• EU eIDAS Regulation 910/2014
• US Electronic Signatures in Global and National Commerce Act (ESIGN)
• Pakistan Electronic Transactions Ordinance (ETO) 2002

10. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Pakistan (Contract Act 1872). Any dispute arising under this Agreement shall first be subject to good-faith negotiation for 30 days, followed by binding arbitration under the ICC International Court of Arbitration Rules, seated in Karachi, Pakistan.

For emergency relief to prevent irreparable harm, either party may seek interim relief from any court of competent jurisdiction.

11. General Provisions

• Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior discussions.
• Severability: If any provision is found to be unenforceable, the remaining provisions shall remain in full force.
• Waiver: Failure to enforce any provision shall not constitute a waiver.
• Amendment: This Agreement may only be amended by a written instrument signed by both parties.
• Language: This Agreement is in English. In the event of any translation, the English version prevails.
• Counterparts: This Agreement may be signed in counterparts, each of which shall be an original.