Mutual Non-Disclosure Agreement

Template — for business-partnership use  ·  Last updated: May 2025

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [Effective Date] between:

Party A: [Full Legal Name], a [entity type] registered in Pakistan, with its principal place of business at [Address] ("Party A");

and

Party B: [Full Legal Name], a [entity type] registered in Pakistan, with its principal place of business at [Address] ("Party B").

The Parties wish to explore a potential business relationship concerning [brief description of purpose] (the "Purpose"), and may disclose certain confidential information to each other. The Parties agree as follows:

1. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either Party (the "Disclosing Party") to the other (the "Receiving Party"), whether oral, written, or electronic, that is designated confidential or that reasonably should be understood to be confidential. It includes, without limitation:

• Business plans, strategies, forecasts, and financial projections
• Customer lists, pricing structures, and commercial terms
• Technical data, software code, product designs, and specifications
• Trade secrets, proprietary processes, and know-how
• Personnel and organisational data
• Any information marked "Confidential" or "Proprietary"

2. Obligations of the Receiving Party

• Hold Confidential Information in strict confidence using at least reasonable care
• Not disclose it to any third party without the Disclosing Party's prior written consent
• Use it solely for the Purpose described in this Agreement
• Limit access to those with a need to know who are bound by no-less-restrictive confidentiality obligations
• Promptly notify the Disclosing Party of any unauthorised disclosure or use

3. Exclusions

The obligations do not apply to information the Receiving Party can demonstrate:

• Was already known, without restriction, at the time of disclosure
• Is or becomes public through no fault of the Receiving Party
• Was rightfully received from a third party without restriction
• Was independently developed without reference to the Confidential Information
• Is required to be disclosed by law or court order, with reasonable prior notice to the Disclosing Party

4. Term

This Agreement commences on the Effective Date and continues for two (2) years, unless terminated earlier by either Party on thirty (30) days' written notice. Confidentiality obligations survive termination for a further two (2) years.

5. Return or Destruction

Upon written request or termination, the Receiving Party shall, at the Disclosing Party's election, promptly return or permanently destroy all materials containing Confidential Information and certify destruction in writing.

6. No License & No Obligation to Proceed

Nothing herein grants any licence or interest in the other Party's Confidential Information or intellectual property, except the limited right to use it for the Purpose. This Agreement does not obligate either Party to proceed with the Purpose or enter any further agreement.

7. Remedies

Each Party acknowledges that breach may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching Party may seek injunctive or other equitable relief without the requirement to post bond, in addition to other remedies.

8. Governing Law & Jurisdiction

This Agreement is governed by the laws of the Islamic Republic of Pakistan. The Parties submit to the exclusive jurisdiction of the courts of Lahore, Pakistan, and agree to attempt good-faith negotiation for thirty (30) days before formal proceedings.

9. Entire Agreement & Severability

This Agreement is the entire agreement between the Parties on its subject matter and supersedes prior discussions. It may be amended only in writing signed by both Parties. If any provision is unenforceable, it shall be modified to the minimum extent necessary and the remainder continues in force. It may be executed in counterparts, including electronic copies.

This template is provided by Bizora Technologies as a convenience. Bizora accepts no liability for its use. Always consult a qualified legal professional before executing any binding agreement.