PRIVATE & CONFIDENTIAL

Non-Disclosure Agreement

13. OTHER TERMS AND CONDITIONS

13.1 Conflict of Interest

Without prior written consent of the Company, you shall not indulge, engage or obtain an interest
whether directly or indirectly, whether for reward or gratuitously in any work, investment or business
other than in the course of the performance of your duties to the Company.
This restriction will not apply to your participation in or transactions pertaining to shares in any other
public or privet company in Bangladesh.

13.2 Confidential Information

13.2.1 You acknowledge that during your employment with the Company you will have access to and use of
confidential information as defined below.

“Confidential Information” shall mean any trade secret or other information which is confidential or
commercially sensitive and which is not in the public domain and which belongs to the Company, its
holding company, subsidiaries, associates or its partners and clients, (whether stored or recorded in
documentary or electronic form) and which (without limitation) relates to the business methods,
management systems, marketing plans, strategic plans, finances, new or maturing business
opportunities, marketing activities, processes, inventions, designs software or similar information

13.2.2 You agree that you will not other than in the proper course of your duties either during the
Employment or at any time thereafter directly or indirectly (i) use for your own benefit or the benefit
of any third party or (ii) disclose or permit the disclosure of any Confidential Information to any third
party.

13.2.3 You agree that you will at all times use your best efforts to protect the Confidential Information of the
Company and prevent the unlawful disclosure or publication of same.

13.3 Compliance

Your employment is subject to full Compliance with your conditions of employment, the Company’s
policies, rules, regulations and practices, written, expressed or implied, for the time being in force.

13.4 Intellectual Proprietary

Any Intellectual Property created or developed by you in the course of your employment shall belong
irrevocably to Unique Business Systems Limited (“The Company”). In Particular:

13.4.1 Any literary work, computer program, invention, design, patent, copyright, trademark,
improvement or idea developed by you in the course of your employment is the sole
property of the Company and it will unless otherwise agreed have the exclusive right to use,
adapt, patent, and otherwise register it.

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 13.4.2 You will immediately disclose to the Company any literary work, computer program,
invention, design, patent, copyright, trademark, improvement or idea developed by you after
the commencement date to enable the Company to ascertain whether it was discovered,
developed or produced wholly outside and wholly unconnected with the course of
employment under this contract.

13.4.3 You hereby assign to the Company by way of future assignment all copyright, design, design
right and other property rights (if any) in respect to any literary work, computer program,
invention, design, patent, copyright, trademark, improvement or idea developed by you in
the course of your employment under this contract.

13.4.4 At the request of the Company and expense of the Company, you will complete all necessary
deeds and documents and take all action necessary to vest in the Company any literary work,
computer program, invention, design, patent, copyright, trademark, improvement or idea
developed by you in the course of employment under this contract and obtain for the
Company the full benefit of all patent, trademark, copyright and other forms of protection
throughout the world.

13.5 Disciplinary Misconduct

The Company will not tolerate any form of misconduct which may affect the Company’s business
operations in any manner. Disciplinary action shall be taken against any employee who contravenes
the General Code of Conduct and discipline as outlined in the Company’s policies, terms, conditions
and practices. The severity of disciplinary action shall commensurate with the act of indiscipline or
misconduct and may include up to dismissal.

For the purpose of an inquiry due to misconduct inconsistent with the fulfilment of the express or
implied conditions of your services, the Company may suspend you from work for a period not more
than fourteen (14) days but you shall be paid not less than half (1/2) of your wages for such period. If
the inquiry does not disclose any misconduct on your part, the Company shall forthwith restore to
you the full amount of wages so withheld.
You are also liable to appropriate legal action for damages if the Company incurs any loss or liability to
any party as a result, directly or indirectly, of your negligence or failure, or any breach of your
contractual obligations and responsibilities to the Company.

13.6 Office Property and Equipment

You will be accountable for proper maintenance and safekeeping of any office equipment that may
be issued to you for use inside or outside the office premises. The company reserves the right to
charge for lost or damaged equipment or property issued to you due to your negligence.

13.7 Company’s Monies

You shall promptly remit to the Company any company’s monies paid to you or coming into your
possession. Failing to do so intentionally or unintentionally shall be dealt with accordingly.

13.8 Original Software

You undertake not to install any unauthorized computer program or computer software’s into any
Company provided computer and/or laptop and warrant not to copy any software not belonging to
the Company into the computer belonging to the Company, whether by physical or electronic means.
You also undertake not to make copies of the software belonging to the Company and take it out of
the company by physical or electronic means. Severe action may be taken against employees who fail
to abide by the conditions stated herein.

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13.9 Internet Access and E-mail
To facilitate you in discharging your duties, you may be provided with limited or full internet access
such as, but not limited to, World Wide Web or E-mail (Electronic E-mail). These facilities would be
provided strictly for use by you to discharge your responsibilities in your work. By signing this letter
of appointment you undertake not to use any of the internet facilities or E-mail for personal use. The
E-mail account will be subject to monitoring by company officials and you agree to such monitoring.

13.10 Data Protection

13.10.1 The Company is subject to the Personal Data Protection Act 2010 which puts obligations on the
Company to process personal data of data subjects in accordance with the provisions of the Act. You
agree that to the extent that such personal data of data subjects come into your possession or control
in the course of your employment, you will process such personal data in accordance with the
guidelines set out by the Company’s policies.

13.10.2 You agree that your personal data (including sensitive personal data) relating to you and your family
which has been obtained or will be obtained in the future by the Company may be held and
processed by the Company for all purposes relating to the administration, management and
operation of your employment, or in relation to the Company’s legal obligations or business needs.

14. AMENDMENTS

The Company reserves the right to amend, alter, modify or vary any of the aforesaid benefits and
conditions of service as and when it deems necessary.

We trust the above terms are acceptable to you. Kindly confirm your acceptance of this offer of
employment on the foregoing terms and conditions by signing the duplicate copy of this letter.

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We trust the above terms are acceptable to you. Kindly confirm your acceptance on the above terms and
conditions by signing the duplicate copy of this letter.

With this, we have great pleasure in welcoming you on board as a member of the Unique Business Systems
Limited family and wish you every success and happiness on your job in this organization. We sincerely look
forward to your wholehearted and fully committed contribution to take the company to greater heights of
success. It is our policy that business growth for the company means career growth for the employees.

Thank you.

Yours sincerely,
Unique Business Systems Limited

Abdul Hakim
Managing Director

ACKNOWLEDGEMENT RECEIPT

I, _________________________________ (NID # (______________________________) hereby acknowledge

receipt of this letter and confirm that I understand and accept the contents and effects of the same.

Signature :

Name :

Date :

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