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Mutual Non-Disclosure/Non-Circumvent Agreement

Mutual Non-Disclosure/Non-Circumvent Agreement


This agreement is by and between Pro-Staffers LLC, Suite 5W, Building 19-20 (Overseas Center), Road 113/A, Gulshan, Dhaka-1212 And MAHIBUL HASAN Address of C/0 : Amirul AhasanArannak,Road No:09,Basundara R/A,Middle Rampur,Chittagong,Bangladesh.

RECITALS 1. 2. 3. We agree to offer to each other a legally binding Agreement that all information relating to each of us will be kept confidential by the other. We or our representatives (the discloser) may need to disclose to the other (the recipient) information relating to each others financial and commercial activities. In order to protect our interests in the information we each disclose, we wish to set out the terms and conditions on which the information is disclosed.

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Any controversy or claim arising out of or relating to this Agreement, or breach thereof, and which is not settled between the signatories themselves, shall be settled by arbitration in accordance with the rules of the Bangladesh Arbitration Commission, with hearings to take place in Dhaka. This Agreement shall be for three (3) years from the date affixed below and shall apply to any and all transactions entertained by the parties hereto, relating to the subject matter on paragraph 1, including subsequent follow-up, repeat, extended or renegotiated transactions, as well as to the original transactions. Recipient agrees not to disclose confidential information for a period of three (3) years from the date of the receipt of the confidential information. This document shall in no way be constructed as being an Agreement of partnership and no signatory shall be liable for the other signatorys commitments or liabilities in business or personal dealings or situation. All terms and conditions are mutually reciprocating to both parties. Essentially, the spirit behind this Agreement is one of mutual trust and confidence and of the reliance upon each other to do what is fair and equitable.

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In consideration of the mutual benefits to be derived by the parties identified above, its assignees, trustees or executors, be it understood, WHEREAS, the parties are mutually desirous of entering into various business transactions in cooperation with one another for their mutual benefit and NOW THEREFORE, the parties agree to abide by the following terms and conditions set forth for the purpose: AGREEMENT 1. For the purpose of this Agreement, "Confidential Information" means all confidential information disclosed by the discloser to the recipient and shall include (but not be limited to) the business dealings and affairs and prospective business and affairs of the discloser, the technology underlying the concepts, products and services and prospective concepts, products and services, product, financial, marketing, manufacturing, organizational, technical and other data relating to the discloser, the finances, price lists and identity of customers, suppliers, agents, distributors and contractors of the discloser and shall comprise not only written information, but also information transferred orally, visually, electronically or by other means whether or not it is expressly stated to be confidential. It is understood that the term Confidential Information does not include information which: (i) is publicly known at the time of disclosure; (ii) after disclosure to the recipient, has become publicly known other than through breach of this Agreement; (iii) the recipient can show by documentary evidence within 30 days of disclosure by the discloser was known to it, other than under a subsisting obligation of confidentiality or restricted use, prior to the disclosure by the discloser; (iv) the recipient can show by documentary evidence within 30 days of disclosure by the discloser was developed independently by a member of its staff prior to disclosure by the discloser; (v) the recipient can show was made available to it by a third party who had not imposed on the recipient any subsisting obligation of confidentiality or restricted use in respect thereof. The signatories to this agreement acknowledge that no effort shall be made to circumvent its terms either individually or severally as an attempt to gain commissions, fees, remuneration, or considerations to the benefit of any of the signatories of this Agreement their partners or associates.

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ALL PARTIES AGREE THAT FACSIMILE COPIES OF THIS AGREEMENT WILL BE CONSIDERED SAME AS ORIGINAL. Pro-Staffers LLC Suite 5W, Building 19-20(Overseas Center) Road 113/A, Gulshan Heights, Dhaka-1212 Tel: 885-3085 | Fax: 986-3384 E-mail: info@prostaffers.com.bd Mehboob Sadiq CEO.

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_____________________ Signature -

Name: MAHIBUL HASAN Address: C/0 : Amirul AhasanArannak,Road No:09,Basundara R/A,Middle Rampur,Chittagong,Bangladesh. Tel : 01816035827 Email- mahibcuet_02@yahoo.com Signature Date: September 15 , 2011

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Confidential

9/15/2011