This Unilateral NDA template is specifically designed for use under Pakistani law when one party (the Disclosing Party) needs to share confidential information with another party (the Receiving Party) while maintaining strict control over its use and disclosure. The document is particularly useful in business negotiations, potential partnerships, vendor relationships, or employment contexts where sensitive information needs to be shared. The agreement incorporates essential elements required under the Pakistan Contract Act 1872 and includes robust confidentiality provisions, clear obligations for information handling, and specific enforcement mechanisms. This Unilateral NDA can be customized for various business contexts while ensuring compliance with Pakistani legal requirements and providing adequate protection for the disclosing party's confidential information.
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1. Parties: Identification of the Disclosing Party and Receiving Party, including full legal names, addresses, and company registration details if applicable
2. Background: Brief context of the relationship between the parties and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Authorized Purpose', 'Authorized Recipients', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations of the Receiving Party, including protection, non-disclosure, and non-use requirements
6. Permitted Disclosures: Circumstances under which the Receiving Party may disclose confidential information to authorized persons
7. Security Measures: Specific measures required to protect confidential information
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Duration and Termination: Term of the agreement and confidentiality obligations, including survival provisions
10. Breach and Remedies: Consequences of breach and available remedies under Pakistani law
11. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes
1. Intellectual Property Rights: Section clarifying that no IP rights are transferred, used when confidential information includes IP-protected material
2. Non-Competition: Additional restrictions on competitive activities, used when sharing particularly sensitive business information
3. Assignment: Provisions regarding ability to assign rights/obligations, used for corporate entities expecting potential restructuring
4. Digital Security Measures: Specific provisions for digital security, used when confidential information is primarily shared electronically
5. Representatives and Warranties: Additional warranties about handling of information, used in high-stakes or regulated industry contexts
6. Severability: Provision ensuring remainder of agreement survives if any part is found invalid, used in complex commercial contexts
7. Counterparts: Allows signing in counterparts, used when parties are in different locations
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for Authorized Recipients to sign
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