NON-DISCLOSURE AGREEMENT
Bilateral: Version 1.0
THIS AGREEMENT applies from the Effective Date:9th Sept 2023
1) Unilever, as further identified in the Contract Details Sheet; and
Between:
2) Company, _______________
Each a Party and together the Parties.
A. The Parties are sharing and discussing Confidential Information in
relation to the Project.
Background:
B. This Agreement sets out contractual protection for that Confidential
Information.
Contract Details Sheet:
Effective Date 9th Sept 23
(first page)
Disclosure From Effective Date to 30 September 2024;
Period
Unilever Unilever Pakistan Limited, with its registered or primary business address at
(first page) Avari Plaza, Fatima Jinnah Road, Karachi 75530- Pakistan;
Company _______________________________
(first page)
Confidential Any and all information, including without limitation any business, financial,
Information scientific, proprietary information, technical data, trade secrets, marketing,
(first page) finances, know-how, formulae, processes, designs, photographs, drawings,
specifications, samples, materials or experience of whatever nature, and any
related intellectual property, as well as personal data, disclosed or made
available, either directly or indirectly, in relation to a Party or its Affiliates or the
Project by or on behalf of one Party to the other Party, including disclosures to
or from a Party's Affiliates, or discovered by the other Party as a result of
carrying out the Project, in any form or format, and all copies, notes, reports,
analyses and reviews of the aforementioned prepared by the other Party or its
Affiliates, which is designated as confidential or which by virtue of its character
or the circumstances of its disclosure should be reasonably understood to be
confidential;
Project Discussions and correspondence between the Parties regarding a proposed
(first page) business relationship, wherein the Company will conduct the process hazard
analysis of Unilever’s piping and instrumentation;
Data Protection Any applicable law relating to the processing, privacy, and use of personal
Legislation data including, without limitation: (i) the Prevention of Electronic Crimes Act,
(Clause 1.3) 2016; and/or (ii) any corresponding or equivalent provincial or national laws,
NON-DISCLOSURE AGREEMENT
rules or regulations;
Affiliate In the case of the Company, any corporation or partnership controlling,
(Contract Details controlled by or under common control, directly or indirectly, with the
Sheet) Company. In the case of Unilever, the companies and partnerships of the
Unilever group controlled, directly or indirectly, by Unilever PLC in London
and/or Unilever NV in Rotterdam;
IT IS AGREED THAT:
1. Protection of Confidential Information
1.1 Each Party must ensure that it and its Affiliates:
1.1.1 take appropriate measures to keep the Confidential Information confidential and do
not disclose it to any third party; and
1.1.2 only use Confidential Information for the purposes of the Project,
except to the extent clearly permitted otherwise in this Agreement.
1.2 The above commitments do not apply to any Confidential Information which a recipient
Party can demonstrate was:
1.2.1 already publicly available prior to receipt under this Agreement or subsequently
becomes publicly available through no failure to comply with this Agreement;
1.2.2 already known by it or its Affiliates prior to receipt under this Agreement or is
subsequently legitimately disclosed to it by a third party without legal restriction; or
1.2.3 developed wholly independently by it or its Affiliates without use of or reliance on
the Confidential Information received under this Agreement.
Should any Confidential Information be subject to one or more of the above exceptions, then
the receiving Party and its Affiliates must not disclose that they received that
Confidential Information from the other Party or its Affiliates.
1.3 When processing Personal Data, each Party must comply with applicable Data Protection
Legislation at all times during the Term of this Agreement.
2. Disclosure and Destruction
2.1 A Party may disclose Confidential Information it receives:
2.1.1 to its Affiliates, employees, agents, contractors and suppliers, provided that: (a)
such disclosure is made on a need to know basis in furtherance of the Project
under this Agreement and those third parties have entered into confidentiality and
non-use commitments no less onerous than as set out in this Agreement; and (b)
the Party disclosing Confidential Information to those third parties ensures and is
liable for their compliance with the terms of this Agreement; and
2.1.2 where and to the extent required by applicable law, provided prompt written notice
of that requirement is given to the original discloser (where such notice is lawful).
2.2 Each Party will promptly notify the other Party of any unauthorized use or disclosure of the
Confidential Information and any breach of this Agreement. Each Party will use its
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NON-DISCLOSURE AGREEMENT
reasonable efforts to assist the other Party in counteracting this unauthorized use of the
Confidential Information.
2.3 All Confidential Information disclosed by Unilever or its Affiliates remains the property of the
discloser. The Company must return or, if clearly instructed by Unilever, destroy that
received Confidential Information remaining in its or its Affiliates’ possession or control
within fifteen (15) days of written request from the other Party.
3. Term
3.1 This Agreement commences on the Effective Date and applies in respect of the disclosure
of Confidential Information.
3.2 The obligations of confidentiality and non-use set out in this Agreement will commence from
the Effective Date and will continue to apply for a period of five (5) years from the expiry
of the Disclosure Period.
4. Intellectual Property Rights
4.1 A Party and its Affiliates must not file, prosecute or otherwise administer copyright, trade
mark, design and/or patent application(s) to the extent such applications contain or have
arisen from received Confidential Information, except with the written consent of the
disclosing Party.
5. Miscellaneous
5.1 A disclosing Party is not liable under this Agreement for damages of any kind arising from or
connected with the recipient’s use of or reliance on Confidential Information.
5.2 This Agreement cannot be changed except by the written agreement of both Parties.
This Agreement sets out the entire understanding of the Parties regarding its subject
matter. In entering into this Agreement, neither Party has relied upon related statements or
representations of the other Party except as set out in this Agreement. Nothing in this
Agreement: (i) obliges a Party to enter into any further business relationship or commitment;
or (ii) represents an express or implied warranty of accuracy or sufficiency of the disclosed
Confidential Information.
5.3 No third party is intended to directly benefit from or have any right to enforce this
Agreement other than Unilever Affiliates (the Company cannot rely on any right of set off
against one Unilever Affiliate to defeat or reduce any amount owed to another Unilever
Affiliate). Unilever may assign contractual rights or obligations under this Agreement in
whole or in part to a Unilever Affiliate or, in the event of a disposal in whole or in part of the
Unilever business or company to which the Project relates, to the purchaser of such
business or company (in each case without further requirement of consent from the
Company). The Company may not assign or transfer any right or obligation under this
Agreement without Unilever's prior written consent.
5.4 The word "including" when used in this Agreement has the general meaning of "including
without limitation".
5.5 Each Party acknowledges that any breach of this Agreement could cause irreparable
damage and that financial compensation alone may be an insufficient remedy. Accordingly,
each Party accepts that the other Party is entitled to seek injunctions without proof of
damage in addition to all other remedies available under applicable laws.
5.6 This Agreement (including any dispute relating to it) is to be governed by and interpreted
according to the laws of Pakistan.
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NON-DISCLOSURE AGREEMENT
5.7 Without restricting either Party from seeking injunctive or other temporary relief in a
competent court, if a dispute arises out of or in respect of this Agreement: (i) the Parties will
try to resolve the issue amicably within a period of fifteen (15) days from the date the dispute
is raised by one of the Parties; and (ii) in the absence of amicable settlement, the dispute
shall be referred to and finally resolved by arbitration by a sole arbitrator to be appointed by
the Chairman of the Overseas Investors Chamber of Commerce and Industry, Karachi
which shall be carried out in accordance with The Arbitration Act, 1940 and the Rules
thereunder as may be currently in force. The decision of the sole arbitrator shall be final and
binding upon the Parties. The language of the arbitration proceedings shall be English and
the place of such arbitration shall be Karachi.
This Agreement may be signed in counterparts, each of which when taken together are one and the
same instrument.
Sign Sign
Here Here
For Unilever For Company
Rizwan Zafar
AM Safety
Rahim Yar Khan Factory
3rd Sept 23 Date: 3rd Sept 23
Address for Notices: See Contract Details Address for Notices: See Contract Details
Sheet Sheet
