CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is made and entered into on Date, by and between, Client full name with
its principal office address at ……………………………………………………. (“Client abbreviation”), and Professional Employers (Pvt.)
Limited, with its principal office address at 42c, E/1, Gulberg III, Lahore - Pakistan (“People™”).

Whereas, People™ is in the business of providing services of HR Strategy & Organization Development, Training & Development, Employee
Outsourcing, Executive Search Services, Recruitment Process Outsourcing, Business Process Outsourcing, Antecedent/Physical Verification
and Payroll Management, (“Services”); and

Whereas, in connection with discussions and meetings between representatives of Client abbreviation and People™ regarding the utilization
of Services, it may be necessary for one party hereto ("Owner") to disclose to the other party ("Recipient") certain documentation and
information which Owner considers proprietary and confidential.

Whereas both parties understand the desire that such documentation and information be maintained in confidence, that it shall be used only
for Owner's business purposes and shall not be used in any way in competition with Owner's business purposes, and that any disclosure or
competing use thereof would adversely affect Owner’s business.

Now, therefore, in consideration for the foregoing, Client abbreviation and People™ hereby covenant and agree as follows:

1. CONFIDENTIAL INFORMATION agreement of Owner and Recipient as to the use of such

1.1. Owner may from time to time furnish to Recipient’s
financial, technical, legal, marketing, or other proprietary or
confidential reports, analysis, records, data, computer
programs or output, information, or other material, both oral
and written, developed by Owner and/or others, which Owner
deems and Recipient should consider proprietary and
confidential to, and of independent economic value to Owner,
actual or potential, regardless whether otherwise protectable
under any law, and regardless of protections, lack of markings
or dissemination.
1.2. Unless otherwise specified by Owner or excluded
pursuant to the terms of this Agreement, all information
discussed, disclosed, or in any way provided by Owner in
connection with the Services will be considered proprietary
and confidential (hereinafter "Confidential Information").
1.3. Recipient agrees that all Confidential Information
provided by Owner shall be treated as proprietary to Owner
and confidential and Recipient will not disclose or permit
disclosure of such Confidential Information to any third party
(excepting Recipient's current employees, officers or directors
or contractors, legal or financial representatives (collectively,
"Representatives") who have a need to know such
Confidential Information) unless and until Recipient has
obtained the prior written consent of Owner.
1.4. Without limitation to Recipient's obligations, Recipient
agrees to safeguard all Confidential Information with at least
the same degree of care to avoid disclosure as Recipient
uses to protect its own proprietary and confidential
information.
1.5. As a condition to such Confidential Information being
furnished to Recipient and/or its Representatives, Recipient
agrees to treat any Confidential Information concerning
Owner (whether prepared by Owner, its advisors or
otherwise, irrespective of the form of communication) which is
furnished to Recipient or to its Representatives by or on
behalf of the Recipient in accordance with the provisions of
this Agreement and to take or abstain from taking certain
other actions hereinafter set forth.
1.6. Recipient further agrees that subject to “Section 2
Excluded Information”, no such Confidential Information will
be knowingly or negligently misappropriated or used by
Recipient and/or its Representatives for their own benefit or
for the benefit of others, except in conjunction with the
Services to evaluate internally whether to enter into the
currently anticipated relationship or related thereto upon the
Confidential Information.
1.7. All use of Confidential Information or other information
and any derivations thereof or inventions arising there from or
related to the Services shall be and inure solely to Owner's
right, title, interest and benefit (including all intellectual
property rights or interests relating thereto or arising there
from, worldwide and in perpetuity, in all media now known or
hereafter developed), and in no event will Recipient knowingly
or willfully permit Confidential Information to be used by any
person in competition with or to the detriment of Owner.
2. EXCLUDED INFORMATION
2.1. Notwithstanding the above, the parties agree that
documentation and Confidential Information will not be
deemed Confidential Information, and Recipient will have no
obligation with respect to any such Confidential Information,
where such documentation and Confidential Information:
a). is known to Recipient without restriction prior to the
date of this Agreement; or
b). is or becomes publicly known through no wrongful act
of Recipient; or
c). is independently developed by Recipient prior to the
date of this agreement and such independent
development can be shown by documentary evidence;
or
d). is approved for release by written authorization of
Owner; or
e). is disclosed to Recipient from a source other than
Owner without similar restriction and without breach of
this Agreement.
3. USAGE
3.1. Nothing contained in this Agreement will be construed
as an assignment of, granting or conferring any patent,
copyright, trademark, or any other proprietary rights by
license or otherwise, expressly, implied, or otherwise, for any
invention, discovery or improvement made, conceived or
acquired prior to or after the date of this Agreement.
3.2. All Confidential Information transmitted or disclosed
hereunder will be and remain the property of Owner and
Owner may notify Recipient in writing as to whether all such
Confidential Information and any copies thereof shall be
returned to Owner or destroyed. Selection of either option
shall be at Owner's sole discretion. Recipient will comply with
such election immediately upon receipt of such notice.

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CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT
3.3. Neither party may use the other party's Confidential
Information for competing with the other party or for any
purpose not in furtherance of the business relationship
between them.
4. RETURN OF INFORMATION
4.1. Promptly upon request from the Owner, the Recipient
shall, at Owner’s option, redeliver to the Owner or destroy all
tangible Confidential Information, as the case may be, and
any other tangible material containing, prepared on the basis
of, or reflecting any information in the Confidential
Information, as the case may be, (whether prepared by the
parties, their advisors or otherwise), including all reports,
analyses, compilations, studies and other materials
containing or based on the Confidential Information, as the
case may be, or reflecting the review of, or interest in, the
Products or Services, as the case may be, and will not retain
any copies, extracts or other reproductions in whole or in part
of such tangible Confidential Information. Upon the request
of the Owner, any such destruction shall be certified in writing
by the Recipient.
5. HIRING OF EMPLOYEES
5.1. People™ and Client abbreviation agree that neither
shall employ nor otherwise engage, directly or indirectly, the
services of the employees or agents of the other during the
term of this Agreement, and for a period of one year
thereafter.
6. SECTION HEADINGS
6.1. Section Headings are for reference purposes only and
shall not affect the interpretation or meaning of this
Agreement.
7. GENERAL
7.1. This Agreement shall be governed by and construed
according to the laws of the Islamic Republic of Pakistan
IN WITNESS WHEREOF, the Parties have caused their names to be duly signed hereto by their respective officers thereunto duly authorized
as of the date set forth below.
THE CLIENT NAME
Signature
REPRESENTATIVE NAME
DESIGNATION
C&NDA
without regard to the conflicts of laws doctrines of any
jurisdiction. Any controversy or claim arising hereunder shall
be settled by binding arbitration at a location acceptable to
both parties, pursuant to the rules of the Arbitration Laws of
Pakistan, and any decision by arbitrators rendered pursuant
to arbitration shall be binding and enforceable in any court of
competent jurisdiction.
7.2. This Agreement is not assignable by either party
without the written consent of the other party.
7.3. No provision of this Agreement may be waived or
changed except by in writing signed by the parties. The failure
to enforce a breach or default of this Agreement shall not
constitute a waiver of the right to enforce any subsequent
breach or default.
7.4. If any provision of this Agreement shall be determined
to be void, invalid, unenforceable, or illegal for any reason,
the validity and enforceability of all remaining provisions shall
nevertheless remain in full force and effect.
7.5. All notices permitted or required under this Agreement
shall be in writing and shall be delivered in person, mailed or
courier-delivered as necessary to the parties at their
respective addresses first set forth above.
7.6. This Agreement and other documents or
communications incorporated herein, represents the entire
agreement between the parties and supersedes all prior
negotiations, understandings and agreements. This
Agreement and other documents and communications
incorporated herein, shall supersede and control over any
conflicting terms, representations, promises, or conditions
included in any purchase orders, invoices or other documents
issued by either party.
7.7. Each party represents and warrants that it has authority
to enter into this Agreement and lawfully make the disclosures
contemplated hereunder.
PROFESSIONAL EMPLOYERS (PVT.) LIMITED
Signature
REPRESENTATIVE NAME
DESIGNATION
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