Non Disclosure Agreement

This Non-Disclosure Agreement (“Agreement”) is made between the following 2 parties:-

• Chalta Karobar, a business consulting and advisory firm registered in the United Arab Emirates (UAE), hereinafter referred to as “Discloser”; and
• [Client Name], hereinafter referred to as “Recipient”.

WHEREAS, Discloser desires to disclose certain confidential information to Recipient, and

WHEREAS, Recipient desires to receive such confidential information;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definitions

• “Confidential Information” means any and all information disclosed by Discloser to Recipient, orally, in writing, or by any other means, whether designated as confidential or not, that is not already known to the Recipient or generally known to the public. Confidential Information includes, but is not limited to, information relating to Discloser’s business strategies, financial information, client lists, marketing plans, and intellectual property.
• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.

2. Permitted Disclosures

The following information will not be considered Confidential Information and may be disclosed by Recipient without obligation under this Agreement:

• Information that was in Recipient’s possession before its receipt from Discloser;
• Information that is or becomes publicly known through no fault of Recipient;
• Information that is rightfully received by Recipient from a third party without a duty of confidentiality;
• Information that is independently developed by Recipient without use of any Confidential Information of Discloser.

3. Non-Disclosure and Use Obligations

Recipient agrees to:

• Hold in confidence and protect from disclosure all Confidential Information of Discloser.
• Not use any Confidential Information for any purpose other than in connection with the business relationship between the parties.
• Not disclose any Confidential Information to any third party without the prior written consent of Discloser.
• Take all reasonable precautions to prevent the unauthorized disclosure of Confidential Information, and to use the same degree of care to protect such information as Recipient uses to protect its own confidential information of a similar nature.

4. Ownership of Confidential Information

All Confidential Information disclosed by Discloser to Recipient shall remain the exclusive property of Discloser. Recipient acknowledges that no ownership rights in any Confidential Information are transferred to Recipient by this Agreement.

5. Liability

Recipient shall be liable to Discloser for any damages caused by Recipient’s breach of this Agreement, including, but not limited to, attorney’s fees and court costs.

6. Term and Termination

This Agreement will be effective as of the date first written above and will remain in effect for a period of one (1) year from the date of signing. This Agreement may be terminated by either party upon written notice to the other party.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the Dubai International Arbitration Centre (DIAC). The arbitration shall be held in Dubai, United Arab Emirates.

8. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

9. Electronic Signatures

This Agreement may be executed by the parties in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that their electronic signatures on this Agreement shall be as valid and binding as their manual signatures.

10. Disclaimer

The parties acknowledge that this Agreement is a legally binding document with potential personal and/or commercial consequences. Each party represents that it has had the opportunity to seek independent legal counsel regarding this Agreement.