CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement is between and Specialities located at 68- W, Block 6, PECHS, Karachi (Company). WHEREAS, the parties mutually desire to engage in discussions concerning business and/or technical cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below); NOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows:

1. Confidential Information shall mean information related to the development of dairy, food, beverages, cosmetics etc products including research, trade secrets, samples, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. Confidential Information shall not include:
   
   a) Information already in the receiving party’s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of beverages and foods.
   
   b) Information available to the general public at the time of disclosure or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement; or
   
   c) Information received by either party from a third party which, to the receiving party’s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either side.
   
   
2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding.


3. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights. The parties agree that no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property.


4. Upon written request from the other party, each party agrees to return or destroy all of the other party’s Confidential Information, together with all copies or reproductions thereof.


5. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns.


6. This agreement shall be enforceable by injunctive relief in addition to all other remedies available at law or in equity. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement, which shall remain in full force and effect.


7. The terms of this agreement shall be governed by and construed in accordance with the laws of the Government of Pakistan, without regard to its conflict-of-law rules.
8. In the event that any dispute arises under this agreement, the parties agree that proceedings will take place exclusively in Karachi.


9. This agreement may not be canceled, amended, or modified prior to the expiration of its term except by a written agreement between the parties.


10. The terms and conditions of this Confidentiality Agreement shall expire three years after the latest execution date set forth below.

IN WITNESS WHEREOF, the parties hereto have duly executed this agreement.

SPECIALITIES