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:
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Confidentiality & Non-Disclosure Agreement
1. Confidential Information
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 agreement of Owner and Recipient as to the use of such 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.
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 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.
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Confidentiality & Non-Disclosure Agreement
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.
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Confidentiality & Non-Disclosure Agreement
The Client name
Signature
Representative Name
Designation
Professional Employers (Pvt.) Limited
Signature
Representative Name
Designation
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