NON-DISCLOSURE AGREEMENT

This Agreement is dated this 28 day of July 2021 (“Effective Date”).

SATHAPANA BANK PLC (Company No:…..), a company duly incorporated in Cambodia

and having its registered office at No.83, Preah Norodom Boulevard, Sangkat Phsar Thmey 3,
Khan Daun Penh, Cambodia (“the Bank”)
INIT (Pvt.) Limited (Company No. 0151432) having its registered office at 601, Windsong
Place, KCHSU, Shahrah-e-Faisal, Karachi, Pakistan (“the Recipient””).

(Individually a “Party” and collectively the “Parties”)

The Parties enter into this Non-Disclosure Agreement ("NDA") in contemplation of one or more
meetings and various communications which here, and will, involve the disclosure by the Bank
to the Recipient of Confidential Information in relation to __[include details of the job scope
here, i.e. ________________ (“Specific Purpose”). "Confidential Information" means all
information in any and all media, whether prior to or hereafter disclosed, including without
limitation, technical, business, marketing, planning, and other information and data, in written,
oral, magnetic, photographic, electronic and/or other forms. Confidential Information shall
include information relating to customers of the Bank including but not limited to names,
addresses, telephone numbers (“Customer Information”). The Bank shall determine in its sole
discretion, the information and materials to be disclosed to the Recipient.

The Recipient agrees as follows:

1. Confidential Information disclosed by the Bank shall be used by the Recipient solely for the
Specific Purpose.

2. Confidential Information is proprietary to the Bank and is, and shall remain, the property of
the Bank.

3. Tangible forms of Confidential Information shall not be copied, in whole or in part, without
the prior written consent of the Bank.

4. The Recipient is permitted to disclose the Confidential Information to its professional

advisers, officers, directors, employees, (provided that such person is under a duty of
confidentiality in relation to the Confidential Information, professional, contractual or
otherwise, to the Recipient (collectively, “the Representatives”) but strictly to the extent
necessary for the Specific Purpose and if such person to whom the Confidential
Information is to be given pursuant to this paragraph is informed in writing of its
confidential nature.

5. The Recipient shall hold Confidential Information and shall ensure that its Representatives
hold the Confidential Information in confidence and shall use and shall ensure that its
Representatives use best efforts to preserve the confidential and proprietary nature of
Confidential Information, including, without limitation:
 a. Preventing disclosure of Confidential Information to any third party regardless
of the reason, except as necessary to carry out the Specific Purpose or to
exercise the rights granted herein, and only to the extent that such persons are
bound by confidentiality obligations substantially similar to those set forth in
this NDA;

b. Advising all third parties who gain access to Confidential Information of its
confidential and proprietary nature; and

c. To ensure that all third parties who gain access to Confidential Information
observe the confidentiality and non disclosure requirements hereof.

The obligations of this paragraph also apply to the fact of the existence of Confidential
Information, of this NDA and the occurrence of all meetings and communications of the
Parties which involve Confidential Information, and shall survive the termination of this
NDA.

6. There is a strict requirement of confidentiality under Law on Banking and Financial

Institutions, 1999. The Recipient acknowledges that the Bank has a responsibility to its
customers to keep Customer Information strictly confidential and shall not disclose or
use Customer Information other than for the Specific Purpose The Recipient hereby
agrees that it is aware and understands the effect of, and undertakes to be bound by the
confidentiality provisions contained in the Law on Banking and Financial Institutions,
1999, its subsidiary legislation, rules, circulars and guidelines issued by the National
Banks of Cambodia and shall procure its employees, servants, agents, contractors and
subcontractors to observe the provisions of Article 47 of Law on Banking and Financial
Institutions, 1999 (“Article 47 of LBFI”) . The Recipient further agrees and undertakes
that it will not, and will covenant all its employees, servants, agents, contractors and
subcontractors not to do anything which will cause the Parties to violate any provision
of Article 47 of LBFI or otherwise be guilty of an offence thereunder.

7. The Recipient understands and agrees that it is not allowed to sell, license, develop, publish
or otherwise exploit any parts, products, services, documents or information which
embody in whole or in part any Confidential Information.

8. The confidentiality and non-disclosure obligations of the previous paragraphs shall not apply
if, and to the extent that:

a. Confidential Information was known to the Recipient prior to its receipt from
the Bank;

b. Confidential Information is or becomes part of the public domain other than by

the fault of the Recipient;

c. Confidential Information is rightfully disclosed to the Recipient by a third party

that is legally free to disclose such Confidential Information; or

d. Confidential Information is disclosed pursuant to a judicial order or decree,

governmental law or regulation, provided that the Recipient promptly notifies
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 the Bank of such requirement, and reasonable opportunity is allowed by the
Recipient for the Bank to file for or obtain a protective order or otherwise
proceed to protect under applicable law, the interests of the Bank.

9. Although this NDA does not restrict the Recipient from working with a person or entity
which has independently developed information or materials similar to the Confidential
Information, in such circumstance, the Recipient agrees not to disclose the fact that any
similarity exists between the Confidential Information and the independently developed
information and materials, and the Recipient understands that such similarity does not
excuse the Recipient from the non-disclosure and other obligations in this NDA.

10. All Confidential Information supplied by the Bank hereunder and all copies thereof, in
whole or in part and on all media, shall be returned to the Bank by the Recipient
promptly upon demand by the Bank.

11. The Confidential Information and all Intellectual Property Rights (as defined hereinafter)
fixed, embodied or otherwise subsisting therein or arising therefrom, and in all works,
inventions, discoveries, know-how, techniques, processes, methods, systems, ideas and
other elements thereof, are and will remain the sole and exclusive property of the Bank,
over which the Bank retains all ownership and all right, title, and interest. The
furnishing of any Confidential Information hereunder shall not be construed as the
granting of a license under any patent, patent application, copyright, copyright
registration, trade secret or other proprietary right by the Bank to any person or entity or
as implying any obligation other than is specifically stated herein. For the purposes of
this NDA, “Intellectual Property Rights” means any and all rights affecting intellectual
or industrial property existing now or in the future in Cambodia or in any other
jurisdictions.

12. The Recipient agrees not to issue or release any articles, advertising, publicity, or other
public notices relating to this NDA, the facts and circumstances pertaining hereto, or any
Confidential Information or mentioning or implying the name of the Bank (including
without limitation, the fact that a meeting or discussion has taken place between the
Parties), except as may be required by law or after providing the Bank, to the extent
practical, with an opportunity to review and comment thereon.

12. The Recipient shall upon the expiry or termination of this Agreement or upon demand
by the Bank, purge all information from its computer systems, and/or destroy them
(including all copies), return all copies of information given and supporting materials to
the Bank or its authorized representative, and supply written confirmation to the Bank
that such actions have been completed. All obligations to keep all information
confidential as of the termination date shall survive termination.

12A. The Recipient agrees to comply with all other applicable legislation, regulations relating
to obligations toward private and confidential information. To the extent that any of the
data/information extended to the Recipient by the Bank and/or collected/processed by
the Recipient on behalf of the Bank, consists of “Customer Information” (hereinafter
referred to as the “Bank’s Customer Information”) including any data as comprised in
the Confidential Information, the Recipient agrees not to conduct itself, and to procure
that its employees and sub-contractors shall not conduct themselves, in such a manner as
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to cause the Bank to be in breach of its obligations. The Recipient agrees to indemnify
the Bank against all losses, costs, expenses, damages, liabilities, demands, claims,
actions and proceedings which the Bank may incur arising out of a breach of this clause.

a. The Recipient warrants to the Bank that it has sufficient technical and
organisational security measures in place for the purpose of protecting access to
the Bank’s Confidential Information and the Bank’s Customer Information or
systems or databases containing the Bank’s Confidential Information and the
Bank’s Customer Information from any loss, misuse, modification, unauthorised
or accidental access or disclosure, alteration or destruction, having regard to:

i. the nature of the Bank’s Confidential Information and the Bank’s

Customer Information and the harm that would result from such loss,
misuse, modification, unauthorised access or disclosure, alteration or
destruction;

ii. the place or location where it is stored;

iii. any security measures incorporated into equipment storing the Bank’s
Confidential Information and the Bank’s Customer Information;

iv. the measures taken to ensure reliability, integrity and competence of the
Recipient’s personnel, employees, directors, contractors, agents,
affiliates having access to the Bank’s Confidential Information and the
Bank’s Customer Information; and

v. the measures taken for ensuring the secure transfer of the Bank’s
Confidential Information and the Bank’s Customer Information,

and the Recipient agrees to provide the Bank with details of the said technical
and organisational security measures upon receipt of the Bank’s written request.

b. the Recipient agrees to implement any security measures that the Bank may
reasonably request if the Bank does not reasonably believe that the Recipient’s
technical and organisational security measures are sufficient for protecting the
Bank’s Confidential Information and the Bank’s Customer Information.

c. If any Bank’s Confidential Information and the Bank’s Customer Information

are held by Recipient at Recipient’s premises or in Recipient’s systems, the
Bank shall have the right, on reasonable notice:

i. to conduct an annual inspection of Recipient’s premises or systems, at

no cost to the Bank; and/or

ii to require the production of documents evidencing Recipient’s technical

and organisational security measures,

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 for the purpose of the Bank ensuring that the Recipient has taken reasonable
steps to comply with the measures in Clause 12A herein.

13. With regard to Confidential Information disclosed hereunder, the Recipient agrees not to
export such Confidential Information to any country to which such export is prohibited
by the laws and regulations of the government of Cambodia.

14. This NDA shall continue to govern the delivery of Confidential Information until
terminated by agreement of the Parties in writing. The obligations of the Recipient
hereunder shall survive the termination of this NDA.

15. The Recipient understands and agrees that monetary damages will not be sufficient to
avoid or compensate for the unauthorized use or disclosure of Confidential Information
and that injunctive relief would be appropriate to prevent any actual or threatened use of
disclosure of such Confidential Information.

16. The Recipient agrees to hold harmless and indemnify the Bank from and against all
actions, claims, demands, liabilities, losses, damages, costs (including on a solicitor
client basis), expenses and penalties of whatever nature and howsoever occurring arising
directly or indirectly from or in connection with any breach of the terms and conditions
of this NDA.

17. The Recipient understands that the Bank may waive some of the requirements expressed
in this NDA but such a waiver to be effective must be made in writing by the Bank and
should not in any way be deemed a waiver of the Bank’s right to enforce any other
requirements or provisions of this NDA.

18. This NDA shall apply to any Confidential Information that may have been provided to
the Recipient prior to the Effective Date hereof.

19. The relationship of the Parties is that of independent contractors, and the Parties shall
not directly or indirectly claim or represent otherwise to any person.

20. Neither the execution of this NDA nor the exchange of Confidential Information shall be
deemed an undertaking or commitment from either Party to enter into a commercial
transaction with the other Party.

21. This NDA shall be binding on the Recipient and its successors and permitted assigns as
contemplated by the NDA.

22. This NDA shall be governed by the laws of Cambodia and all disputes arising out of this
NDA shall be resolved by a competent court of Cambodia.

23. This NDA is the entire agreement between the Parties and supersedes any and all prior
or contemporaneous representations, agreements and promises, written or oral, between
the Parties, regarding the subject matter of this NDA. This NDA may be modified only
in writing signed by both Parties hereto.

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In witness whereof the Parties hereto have caused this NDA to be executed by their duly
authorised representatives.

SATHAPANA BANK RECIPIENT

By: ___________________________ By: ________________________

(Signature) (Signature)
Name: Name: Zeeshan Qureshi
Title: Title: Director
Address: Address: 601, Windsong Place, KHI, PK

Date: ___________________________ Date: 28-Jul-2021_____________________

Witnessed by: _______________________

(Signature)
Name: Waleed Ahmed
Title: Asst. Manager Finance
Date: 28-Jul-2021_____________________