Authorized person/Department:

Signature:
Date:

Non-Disclosure, Non-Compete, Non-Solicit and Confidentiality Agreement

This Non-Disclosure, Non-Compete, Non-Solicit and Confidentiality Agreement (this

“Agreement”) is entered into at Lahore as of October 20, 2022 (the “Effective Date”) by and
between

i. NORINCO-GMG-DAEWOO JV, having its registered office at [at Main Depot, Dera
Gujran, Bagrian Saidan, Lahore] (herein after referred to as the “Company”, which
term shall, where the context so admits, include its respective successors-in-interest
and permitted assigns); and

ii. Sami Ullah S/D/o Naseer Uddin Joiya bearing CNIC 35202-3565486-5, (hereinafter
referred to as the “Employee”).

(Where the context so permits, the Company and the Employee shall hereinafter be referred to
singularly as a “Party” or collectively as the “Parties”)

WHEREAS:

a. The Company has hired the Employee as Equipment Dispatcher pursuant to the terms
and conditions of Employment Agreement executed between the Parties on August 07,
2020 (the “Employment Agreement”); and

b. In connection with the Employee’s duties under the Employment Agreement, the Company
may disclose to the Employee certain classified/confidential and proprietary information
unique and valuable to its ongoing business operations.

In consideration of the Employee’s employment by the Company and the covenants and mutual
promises contained herein, the Parties agree as follows:

1. Confidential Information. The term “Confidential Information” as used in this Agreement

means all written and oral information, data and/or knowledge disclosed by the Company or its
associated companies to the Employee (regardless of whether it was provided before or after the
Effective Date) including but not limited to:

a. 'Intellectual Property' which includes information relating to the Company’s proprietary

rights prior to any public disclosure of such information, including but not limited to the
nature of the proprietary rights, production data, technical and engineering data, technical
concepts, test data and test results, simulation results, the status and details of research and
development of products and services, and information regarding acquiring, protecting,
enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
b. 'Personal Information' which includes personal information of other employees of the
Company, including personal information of Company’s shareholders, management, board
of directors, officers, consultants of the Company and its associated companies;

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c. 'Security Plans' which includes security plan, employee training, information access
controls, access codes of the control room, systems protections (e.g., intrusion protection,
data storage protection and data transmission protection), physical security measures and
information relating to the movement (within Pakistan or abroad) of the employees,
Company’s shareholders, management, board of directors, officers, consultants of the
Company and its associated companies;
d. 'Proprietary Computer Code' which includes all sets of statements, instructions or programs
of the Company, whether in human readable or machine readable form, that are expressed,
fixed, embodied or stored in any manner and that can be used directly or indirectly in a
computer ('Computer Programs'); any report format, design or drawing created or produced
by such Computer Programs; and all documentation, design specifications and charts, and
operating procedures which support the Computer Programs;
e. 'Computer Technology' which includes all scientific and technical information or material
of the Company, pertaining to any machine, appliance or process, including but not limited
to, specifications, proposals, models, designs, formulas, test results and reports, analyses,
simulation results, tables of operating conditions, materials, components, industrial skills,
operating and testing procedures, shop practices, know-how and show-how;
f. 'Marketing and Development Information' which includes marketing and development
plans of the Company, price and cost data, price and fee amounts, pricing and billing
policies, quoting procedures, marketing techniques and methods of obtaining business,
forecasts and forecast assumptions and volumes, and future plans and potential strategies
of the Company;
g. 'Business Operations' which includes internal personnel and financial information of the
Company, vendor names and other vendor information (including vendor characteristics,
services and agreements), purchasing and internal cost information, internal services and
operational manuals, and the manner and methods of conducting the Company’s business;
h. 'Product Information' which includes all specifications for products of the Company as well
as work product resulting from or related to work or projects of the Company, of any type
or form in any stage of actual or anticipated research and development;
i. 'Production Processes' which includes processes used in the creation, production and
manufacturing of the work product of the Company, including but not limited to, formulas,
patterns, molds, models, methods, techniques, specifications, processes, procedures,
equipment, devices, programs, and designs;
j. 'Service Information' which includes all data and information relating to the services
provided by the Company, including but not limited to, plans, schedules, manpower,
inspection, and training information;
k. 'Accounting Information' which includes, without limitation, all financial statements,
annual reports, balance sheets, company asset information, company liability information,
revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts
receivable, accounts payable, inventory reporting, purchasing information and payroll
information of the Company;
l. 'Customer Information' which includes names of customers of the Company, their
representatives, all customer contact information, contracts and their contents and parties,
customer services, data provided by customers and the type, quantity and specifications of
products and services purchased, leased, licensed or received by customers of the
Company;
m. 'Supply Network Information' which includes information relating to the warehouses,
depots, workshops, storehouses, repositories of the Company, names of the
dealerships/distributors/suppliers other contractors, their representatives, their contact
information, their contracts with the Company and contents of such contracts, customer
details of the dealerships/distributors/suppliers and other contractors, data provided to or
by dealerships/distributors/suppliers and other contractors and the type, quantity and
specifications of products and services purchased, sold, leased, licensed to or received by
the dealerships/distributors/suppliers and other contractors of the Company;
n. All management and operational plans of the Company in respect of its
dealerships/distributors/suppliers other contractors;
o. The Company’s business or operational plans or activities, existing or contemplated
markets, advertising initiatives, methods of operation, products, or services;
p. The Company’s suppliers or logistics data;
q. The Company’s customer or supplier lists, cost of goods or services, profits and losses,
budgeting, past or future sales, or financial information;

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 r. The Company’s schematics, designs, software source or object code, compressed or
uncompressed binaries, inventions, patents or patent applications or illustrations;
s. The Company’s existing or contemplated designs, models or platforms, formulas, research,
notes, or analytical data;
t. The Company’s management, board of directors, affiliates, suppliers, customers,
employees, or third-party contractors;
u. The Company’s history, entity structure, accounts, or goodwill; the Company’s copyrights,
trademarks, trade secrets, patents, trade names, moral rights, or any other tangible or
intangible rights, whether registered or unregistered;
v. The Company’s technical systems, processes, methods, algorithms, computational
schemas, know-how, or trade secrets;
w. The Company’s employees, salaries, job related functions, duties or responsibilities; the
Company’s written, auditory or electronic communications;
x. Any information that if disclosed, whether true or false, could harm the goodwill or
reputation of the Company or the Company’s management, board of directors, affiliates,
suppliers, customers, employees, third-party contractors, methods of operation, products,
or services;
y. Any information that has been disclosed by a third party to the Company and is protected
by a non-disclosure agreement entered into between the third party and the Company;
and/or
z. Any other information of any of whatever kind and nature that the Company desires to
maintain confidential.

The Employee acknowledges and agrees that (i) the term “Confidential Information” includes all
relevant information of the associated companies of the Company; and (ii) the terms of this
Agreement shall also apply in respect of Confidential Information of the associated companies of
the Company.

2. Exclusions to Confidential Information. The obligation of confidentiality with respect to

Confidential Information will not apply to any information:

a. If the information is or becomes publicly known and available other than as a result of prior
unauthorized disclosure by the Employee;
b. If the information is disclosed by the Employee with the Company’s prior written
permission and approval; or
c. If the Employee is legally compelled by applicable law, by any court, governmental
agency, or regulatory authority or subpoena or discovery request in pending litigation, but
only if, to the extent lawful, the Employee gives prompt written notice of that fact to the
Company prior to disclosure so that the Company may request a protective order or other
remedy, the Employee may disclose only such portion of the Confidential Information
which it is legally obligated to disclose.

3. Obligation to Maintain Confidentiality.

a. The Employee agrees to retain the Confidential Information in strict confidence, to protect
the security, integrity, and confidentiality of such information and to not permit
unauthorized access to or unauthorized use, disclosure, publication, or dissemination of
Confidential Information except in conformity with this Agreement.
b. Confidential Information is and will remain the sole and exclusive property of the
Company and will not be disclosed or revealed by the Employee, except (i) to other
employees of the Company who have a need to know such information and agree to be
bound by the terms of this Agreement; or (ii) with the Company’s express prior written
consent.
c. This Agreement shall remain in force till the time the Employee is in employment of the
Company or its group companies. Upon resignation/termination/dismissal of the Employee
from the Employment of the Company or its group companies or at the request of the
Company, the Employee will ensure that all Confidential Information and all documents,
memoranda, notes and other writings or electronic records prepared by the Employee that
include or reflect any Confidential Information in the Employee’s actual or constructive
possession are returned to the Company within Seven (07 Calendar Days). The Employee
acknowledges and agrees that failure to return Confidential Information under this clause,
shall entitle the Company to withhold the Employee’s final settlement with the Company
and to take appropriate legal action under the provisions of existing laws of Pakistan.

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 d. The obligation not to disclose Confidential Information shall remain in effect following the
resignation/termination/dismissal of the Employee from the employment of the Company,
except to the extent that such Confidential Information is excluded from the obligations of
confidentiality under this Agreement pursuant to clause 2 above. The Parties acknowledge
and agree that this clause shall survive the termination/expiry of this Agreement.

4. Time Periods

It is duty of employee to hold all Confidential Information as per described in this

Agreement. This agreement shall remain in effect between company and the employee
till or until whichever of the following occurs first:
(a) Company sends written notice to employee releasing it from this Agreement, or

(b) Confidential Information disclosed under this Agreement ceases to be confidential by

company.

(c) 6 months after any employee gets terminated from the employment or resigns from
the employment.

5. Disclaimer. There is no representation or warranty, express or implied, made by the Company

as to the accuracy or completeness of any of its Confidential Information.

6. Covenant Not to Compete. The Employee hereby agrees and acknowledges that for a period
of one (01) year immediately following resignation/termination/dismissal of his employment
with the Company, The Employee will not directly or indirectly, as an owner, officer, director,
employee or consultant, for himself or on behalf of any other person or business enterprise,
engage in any business activity which is directly or indirectly in competition with the business of
the Company.

7. Non-solicitation. The Employee hereby agrees and acknowledges that for a period of one (01)
year immediately following resignation/termination/dismissal of his employment with the
Company (i) the Employee shall not solicit any employee, dealer, supplier, distributor or
independent contractor of the Company, for himself or on behalf of any other person or business
enterprise; (ii) the Employee shall not induce any employee, dealer, supplier, distributor or
independent contractor associated with the Company to terminate or breach an employment,
contractual or other relationship with the Company; and/or (iii) the Employee shall not, directly
or indirectly, disclose to any person, firm or corporation the names or addresses of any of the
dealers, suppliers, distributors or independent contractors of the Company or any other
information pertaining to them.

8. Soliciting Customers. For a period of one (01) year immediately following

resignation/termination/dismissal of his employment with the Company, the Employee shall not,
directly or indirectly, disclose to any person, firm or corporation the names or addresses of any
of the customers or clients of the Company or any other information pertaining to them. The
Employee shall not call on, solicit, take away, or attempt to call on, solicit, or take away any
customer of the Company with whom the Employee was introduced or became acquainted
during the term of his employment/service with the Company.

9. Remedies. The Employee acknowledges that use or disclosure of any Confidential

Information in a manner inconsistent with this Agreement and/or breach of other covenants
contained herein will give rise to irreparable injury for which damages would not be an adequate
remedy. Accordingly, in addition to any other legal remedies which may be available at law or
in equity, the Company shall be entitled to equitable or injunctive relief against the unauthorized
use or disclosure of confidential and proprietary information. The Company shall be entitled to
pursue any other legally permissible remedy available as a result of such breach, including but
not limited to damages, both direct and consequential. In any action brought by the Company
under this clause, the Company shall be entitled to recover its attorney’s fees and costs from
Employee.
10. Notices. All notices given under this Agreement must be in writing, addressed to the
respective Party on the address provided above with the description of the Parties.

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11. Termination. This Agreement will terminate upon resignation/termination/dismissal of the
Employee from the Employment of the Company. The Employee specifically acknowledges and
agrees that clauses 3, 5, 6, 7 and 8 of this Agreement shall survive the termination/expiry of this
Agreement.

12. Amendment. This Agreement may be amended or modified only by a written agreement
signed by both of the Parties.

13. Governing law and Jurisdiction. This Agreement will be governed by and construed in
accordance with the laws of Islamic Republic of Pakistan. Parties have executed this Agreement
in Lahore hence the courts in Lahore shall have the jurisdiction with respect to any dispute
arising from or in relation to this Agreement.

14. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and
supersedes all prior or contemporaneous negotiations, discussions or agreements, whether
written or oral, regarding the subject matter hereof.

15. Miscellaneous. No joint venture, partnership or agency relationship exists between the
Employee, the Company or any third-party as a result of this Agreement. This Agreement will
inure to the benefit of and be binding on the respective successors and permitted assigns of the
Parties. In the event that any provision of this Agreement is held to be invalid, illegal or
unenforceable in whole or in part, the remaining provisions shall not be affected and shall
continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts
had not been included in this Agreement. Neither Party will be charged with any waiver of any
provision of this Agreement, unless such waiver is evidenced by a writing signed by the Party
and any such waiver will be limited to the terms of such writing. It is expressly understood and
agreed that this Agreement does not create or define the terms of any contract of employment,
whether expressed or implied, nor does this Agreement create any guarantee of continuing
employment between the Company and the Employee.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first
written above.

Sami Ullah

By: ______________________________________

NORINCO-GMG-DAEWOO JV

By: ______________________________________

Name: ____________________________________

Title: _____________________________________

Witnesses:

1. Li Yan (GM HR) 2. Usman Qadeer (DGM HR)

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