Non-Disclosu re Ag reement

THIS AGREEMENT is made effective the 23 day of August, 2020

BETWEEN

(1) DHL WORLDWDE EXPRESS (BANGLADESH) PRIVATE LIMITED, a private company

incorporated under the laws of Bangladesh, having its registered office at Molly Capita Centre
(level4&5), 76 Gulshan Avenue, Dhaka-1212
AND

(21 N S Construction, a Proprietorship incorporated in Chittagong with registration number

178359 and registered office at Epic lttehad Point (3'd Floor),618 NurAhmed Sarak (Jubilee
Road), Chittagong ("Sub-contractor").

Each a "Party" and together the "Parties".

WHEREAS:

(A) DHL may engage Sub-contractor to work as the Design and Build contractor for a
Construction project (the "Project") and DHL (together with other companies members of its
Group) is the owner of confidential information the disclosure of which is reasonably
necessary for the undertaking of the Project and of intellectual property rights therein and in
documents prepared for the purposes thereof.

(B) To enable the Parties to undertake the Project, DHL may disclose to Sub-contractor
information relating to its or other parties' activities, strategies, internal programs and
personnel subject to confidentiality and the terms of this Agreement.

IT IS HEREBY AGREED AS FOLLOWS:-

1. DEFINlTIONS

For the purposes of this Agreement:

1.1 "Confidential lnformation" means any and all information which is now or at any time
hereafter in the possession of DHL and which relates to the Project (whether or not the same
is iden{ified as confidential) including without limitation strategic plans, performance charts
and analysis, pricing, volume projections, policies and procedures, manuals, data, know-how,
formulae, processes, designs, photographs, drawings, specifications, software programs and
samples, documentation and any other material (in whatever form) bearing or incorporating
any information, estimates or proposals relating to DHL and/or its Group, and including the
content of oral disclosures not reduced to writing or other tangible form.

1.2 "Group" means each of the Parties and their respective subsidiaries, holding companies and
all subsidiaries of such holding companies.

2. UNDERTAKING OF CONFIDENTIALITY

21 Sub-contractor, in consideration of the disclosure by DHL to it of the Confidential lnformation,

hereby undertakes:

(a) to use all Confidential lnformation so disclosed exclusively for the P

 (b) to maintain confidential all Confidential lnformation that it may acquire in any manner;
and

(c) to ensure that it and relevant members of its Group (if applicable) will not directly or
indirectly use or disclose to any person any of the Confidential lnformation in whole or
in part save for the purposes of and in accordance with the terms of this Agreement;
and in particular, but without limitation not to use the Confidential lnformation to the
detriment of DHL's and/or its Group's business, operations and interests.

2.2 The confidentiality obligations herein will survive the completion of the Project or the
termination of this Agreement for any reason.

3. EXCEPTIONS

3.'1 The foregoing restrictions shall not apply to any Confidential lnformation which:

(a) Sub-contractor can prove by documentary evidence produced to DHL within twenty-
eight (28) days of disclosure that such Confidential lnformation was already in the
possession of Sub-contractor and at its free disposal before the disclosure hereunder to
Sub-contractor;

(b) is hereafter disclosed to Sub-contractor without any obligations of confidence by a third

party who has not derived it directly or indirectly from DHL;

(c) is or becomes generally available to the public in printed publications in general

circulation through no act or default on the part of Sub-contractor or Sub-contractor's
agents or employees;

(d) is independently developed by or for Sub-contractor without reference to the

Confidential lnformation of DHL and as documented by the records of Sub-contractor.

4. INCLUSIONS

\Mthout prejudice to the generality of Clause 3.1(c) information shall not be deemed to be
generally available to the public by reason only that it is known to only a few of those people
to whom it might be of commercial interest, and a combination of two or more portions of the
Confidential lnformation shall not be deemed to be generally available to the public by reason
only of each separate portion being so available.

5. CONFIDENTIALlTY MEASURES

5.1 To secure the confidentiality attaching to the Confidential lnformation, Sub-contractor shall:-

(a) keep separate all Confidential lnformation and all information generated by Sub-
contractor based thereon from all documents and other records of Sub-contractor,

(b) exercise its best endeavours to maintain the confidentiality of the Confidential
lnformation and shall use at least the same measures to secure the Corifidential
lnformation of DHL as it would to secure the confidentiality of its own confidential
information;

(c) allow access to the Confidential lnformation exclusively to those employees of Sub-
contractor who have in each case reasonable need to see and use such Confidential
lnformation for the Project and shall inform each of said employees and recipients of
the confidential nature of the Confidential lnformation and of the obligations on the said
employees or recipients in respect thereof (which obligations shall be alike to those of
Sub-contractor under this Agreement); Provided always that S shall be
liable for any breach by any of its employees and such recipients
obligations set forth in this Agreement;
 (d) make copies of the Confidential lnformation only to the extent that the same is strictly
required for the Project; and

(e) on request of DHL made at any time, forthwith deliver up to DHL all documents and
other materials in the possession custody or control of Sub-contractor containing the
Confidential I nformation.

6. OWNERSHIP

All Confidential lnformation disclosed or made available by DHL to Sub-contractor shall

remain the exclusive property of DHL or the third party which owns it.

7. REMEDY IN CASE OF DEFAULT

Sub-contractor recognizes that any unauthorised disclosure or use of the Confidential

lnformation or solicitation of employees or contractors arising out of or in connection with the
disclosure of Confidential lnformation under this Agreement may result in immediate and
irreparable injury to DHL. ln such cases, DHL shall be entitled to seek immediate injunctive
relief, without prejudice to its right to claim damages and (unless required by applicable law)
without being required to post bond or give security, in any court of competent jurisdiction, to
restrain the disclosure or use of the Confidential lnformation or the solicitation of the
employee and to demand or enforce the immediate return of Confidential lnformation to DHL
or as it shall direct.

8. GOVERNING LAW

The construction, validity and performance of this Agreement shall be governed by the laws of
Hong Kong and the Parties hereby submit to the non-exclusive jurisdiction of the courts of
Hong Kong for all matters arising under or in connection with this Agreement.

9. THIRD PARTIES'RIGHTS

9.1 Except as expressly provided in Clause 9.2, the Parties do not intend that any term of this
Agreement shall be enforceable by any person who is not a party to this Agreement.

9.2 The Parties agree and acknowledge that each of DHL's subsidiaries, DHL's holding
companies, subsidiaries of DHL's holding companies and owners of the Confidential
lnformation disclosed or made available by DHL to Sub-contractor hereunder will be entitled
to enforce or enjoy the benefit of any term of this Agreement conferred directly upon it by
virtue of the Contracts (Rights of Third Parties) Ordinance (Cap.623).

9.3 Notwithstanding the fact that a person who is not a party to this Agreement will have the right
to enforce any term of this Agreement under Clause 9.2, the Parties reserye the right to
rescind or vary this Agreement or vary any term hereof without the consent of such person.

lN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
duly authorized representatives on the date above mentioned.

DHL WORLDWIDE EXPRESS N S Construction

(BANGLADESH) PRIVATE LIMITED

Name:Abu Noim Md. Kashem Chowdhury Name: Engr. NCSikder

Title: Sr. Director Finance Title: Proprietor