Mutual Non-Disclosure Agreement

Both parties wish to explore and/or conduct a business relationship concerning the design, development, sampling and manufacture of apparel and related products (the "Purpose"), during which each party may disclose confidential information to the other. In consideration of the mutual promises below, the parties agree as follows:

1. Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, directly or indirectly, in any form, including but not limited to: product designs, sketches, tech packs, patterns, samples, prototypes, fabric specifications, pricing, costs, order quantities, business plans, supplier and customer identities, and commercial terms — whether or not marked as confidential.

2. Obligations

1. Each party shall use the other party's Confidential Information solely for the Purpose and for no other purpose whatsoever.
2. Each party shall protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, and never less than reasonable care.
3. Neither party shall disclose the other's Confidential Information to any third party, except to employees and contractors who need it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement.
4. The Manufacturer shall not manufacture, market, sell or supply the Client's designs, or any substantially similar designs, for or to any other person or company.
5. Neither party shall disclose the existence or terms of the parties' business relationship without the other's written consent.

3. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. Disclosure required by law is permitted, provided (where lawful) prompt notice is given to the disclosing party.

4. Ownership & Intellectual Property

All designs, tech packs, patterns, artwork and trademarks supplied by the Client remain the exclusive property of the Client. All manufacturing processes, techniques and know-how of the Manufacturer remain the exclusive property of the Manufacturer. No licence or other right is granted by this Agreement except the limited right to use Confidential Information for the Purpose.

5. Return or Destruction

On written request of the disclosing party, or on termination of discussions, the receiving party shall promptly return or destroy all Confidential Information (including samples and physical materials) and confirm this in writing, except one archival copy where required by law.

6. Term

This Agreement takes effect on the Effective Date and continues for three (3) years. The confidentiality obligations survive for three (3) years after expiry or termination, and for trade secrets, for as long as they remain trade secrets.

7. No Obligation to Proceed

Nothing in this Agreement obliges either party to enter into any further agreement or to place or accept any order. Each party bears its own costs of the discussions.

8. Remedies

Each party acknowledges that unauthorised use or disclosure of Confidential Information may cause irreparable harm for which damages alone may be inadequate, and that the disclosing party is entitled to seek injunctive or other equitable relief in addition to any other remedies available at law.

9. General

This Agreement is the entire agreement between the parties regarding confidentiality of the Purpose and supersedes prior discussions. It may be amended only in writing signed by both parties. If any provision is held unenforceable, the remainder stays in force. Neither party may assign this Agreement without the other's written consent. Signed counterparts (including scanned or electronic copies) together form one agreement.

10. Governing Law & Disputes

This Agreement is governed by the laws of the Islamic Republic of Pakistan. The parties shall first attempt to resolve any dispute amicably through good-faith negotiation; failing that, the courts of Sialkot, Pakistan shall have jurisdiction, unless the parties agree in writing to arbitration or another forum.