Non-Disclosure Agreement

THIS AGREEMENT is made effective the XX day of XXX, 2020

BETWEEN

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

incorporated under the laws of Bangladesh, having its registered office at Molly Capita Centre
(level 4&5), 76 Gulshan Avenue, Dhaka-1212
AND

(2) [●Name of Subcontractor], a [please insert type of company] incorporated in [●place of

incorporation] with registration number [#] and registered office at [●address of Subcontractor]
(“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. DEFINITIONS

For the purposes of this Agreement:

1.1 "Confidential Information" 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 identified 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

2.1 Sub-contractor, in consideration of the disclosure by DHL to it of the Confidential Information,

hereby undertakes:

(a) to use all Confidential Information so disclosed exclusively for the Project;

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 (b) to maintain confidential all Confidential Information 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 Information 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 Information 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 Information which:

(a) Sub-contractor can prove by documentary evidence produced to DHL within twenty-eight
(28) days of disclosure that such Confidential Information 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

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

4. INCLUSIONS

Without 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 Information shall not be deemed to be generally available to the public by reason
only of each separate portion being so available.

5. CONFIDENTIALITY MEASURES

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

(a) keep separate all Confidential Information 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 Information
and shall use at least the same measures to secure the Confidential Information of DHL
as it would to secure the confidentiality of its own confidential information;

(c) allow access to the Confidential Information exclusively to those employees of Sub-
contractor who have in each case reasonable need to see and use such Confidential
Information for the Project and shall inform each of said employees and recipients of
the confidential nature of the Confidential Information 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 Sub-contractor shall be
liable for any breach by any of its employees and such recipients of the confidentiality
obligations set forth in this Agreement;

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 (d) make copies of the Confidential Information 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 Information.

6. OWNERSHIP

All Confidential Information 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

Information or solicitation of employees or contractors arising out of or in connection with the
disclosure of Confidential Information under this Agreement may result in immediate and
irreparable injury to DHL. In 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 Information or the solicitation of the
employee and to demand or enforce the immediate return of Confidential Information 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
Information 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 reserve the right to
rescind or vary this Agreement or vary any term hereof without the consent of such person.

IN 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 [● Name of Sub-contractor]

(BANGLADESH) PRIVATE LIMITED

Name: Abu Noim Md. Kashem Chowdhury Name:

Title: Sr. Director Finance Title: