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MOTOROLA NON-DISCLOSURE AGREEMENT FOR STRICTLY PROHIBITED.

CONFIDENTIAL RESTRICTED INFORMATION


CLASSIFIED AS “RED” 3. Recipient shall provide Motorola a list of all Recipient
File No: 71843 employees permitted to have access to Red Confidential
Restricted Information (“Permitted Recipients”) and to update
THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is this list as needed and to provide Motorola a copy of the same.
entered into as of the Effective Date, between Motorola A list of all Permitted Recipient(s) and Motorola employees
Electronics Pte Ltd. with offices at Motorola Innovation (“Permitted Discloser(s)”) permitted to have access to Red
Centre Level 6, 12 Ang Mo Kio St. 64, Ang Mo Kio Industrial Confidential Restricted Information (“Access List”) will be
Park 3, Singapore 569088 (“Motorola”) and GrameenPhone maintained by Motorola on a Motorola designated secure
Ltd., with offices at Celebration Point, Road #113/A, Plot 3 & internet repository to be provided to Recipient (“Secure Site”).
5, Gulshan-2, Dhaka -1212, Bangladesh (“Recipient”).
4. Recipient shall limit disclosure of Red Confidential
1. Red Confidential Restricted Information is defined as Restricted Information hereunder to only Permitted Recipients
and includes any and all information consistent with the and no other employees, persons or entities. Red Confidential
Purpose described below that is (i) disclosed under this Restricted Information shall only be transmitted to Permitted
Agreement in written, graphic, machine recognizable, and/or Recipients using only the encryption methods prescribed by
sample or prototype form, being clearly designated, labeled or Motorola, including secured/password protected, non-public
marked as “Red” and “Confidential Restricted”, or its email networks. Recipient will ensure that the Red
equivalent, (ii) disclosed in oral disclosures indicated at the Confidential Restricted Information, if transmitted in
time of disclosure as “Red” and “Confidential Restricted”, or electronic format, shall only reside on a computer with
its equivalent, (iii) results obtained by examination, testing or industry standard hard disk encryption. Recipient must
analysis of any hardware, software or any component part promptly inform Motorola of any Permitted Recipients that no
thereof provided by Motorola to Recipient, or (iv) any and all longer need access to Red Confidential Restricted Information
software, including but not limited to source code or binary to perform their work function for Recipient, including but not
code, and any and all information related thereto, provided limited to individuals terminating employment with Recipient.
however, in the event Recipient wishes to evaluate such
software not embedded in a prototype handset, a software 5. Unless such Permitted Recipient has indicated his
evaluation rider will be required and attached hereto. For attendance and receipt of the Red Confidential Information by
clarity and without limiting the foregoing, Red Confidential providing his contact details to a meeting roster, all other
Restricted Information includes Motorola prototype handsets, Permitted Recipients shall execute a separate Red Special
being clearly designated, labeled or marked as “Red” and Individual Third Party Acknowledgment with Motorola
“Confidential Restricted”, or its equivalent; Motorola product (“Acknowledgment”) prior to receiving Red Confidential
branding, product description (product ID, name, Restricted Information. This Agreement shall be affixed to
functionality, etc.), launch schedules, technical specifications; each such Acknowledgment.
and information related to any of the above, all being clearly
designated, labeled or marked as “Red” or “Confidential 6. Recipient will (i) not disclose Red Confidential
Restricted”, or its equivalent. The nature and existence of this Restricted Information to any third party; (ii) restrict
Agreement are considered Red Confidential Restricted disclosure of Red Confidential Restricted Information to only
Information. In the event that Red Confidential Restricted those Permitted Recipients; (iii) not reverse engineer, de-
Information is no longer classified by Motorola as “Red” but compile or disassemble any Red Confidential Restricted
instead is merely “Confidential”, Motorola shall label all such Information; (iv) use the same degree of care as for its own
information as “Yellow” or “Confidential, or its equivalent. In information of like importance, but at least use reasonable
such event, all terms recited herein shall apply to such Yellow care, in safeguarding against disclosure of Red Confidential
or Confidential Information except for the requirement to have Restricted Information; and (v) promptly notify Motorola
each Permitted Recipient execute an Acknowledgment as upon discovery of any unauthorized use or disclosure of the
described below. Red Confidential Restricted Information and take reasonable
steps to regain possession of Red Confidential Restricted
2. The sole purpose of disclosing the Red Confidential Information and prevent further unauthorized actions or other
Restricted Information to Recipient is to provide marketing breach of this Agreement. The obligations of this Section 6
samples, pricing and other information related to the sale of shall survive the expiration or termination of this Agreement,
certain Motorola products (the “Purpose”). “RED and shall be perpetual as it relates to Red Confidential
CONFIDENTIAL RESTRICTED INFORMATION” IS Restricted Information.
DISCLOSED SOLELY FOR TESTING AND
EVALUATION PURPOSES ONLY. ANY COMMERCIAL 7. Recipient shall and shall ensure Permitted Recipients
USEAGE OF CONFIDENTIAL RESTRICTED will strictly comply with the procedures for protection of Red
INFORMATION BY OR ON BEHALF OF RECIPIENT IS
Confidential Restricted Information pursuant to this subject to execution of a Prototype Handover & Sign off
Agreement. Sheet.

8. Recipient is not obligated to maintain as confidential, 13. Recipient acknowledges and agrees that any breach or
Red Confidential Restricted Information that Recipient can threatened breach of this Agreement would cause Motorola
demonstrate by documentation (i) is now available or becomes and its Affiliates irreparable harm for which money damages
available to the public without breach of this Agreement; (ii) alone will not be an appropriate or sufficient remedy.
is explicitly approved for release by written authorization of Recipient therefore agrees that Motorola or its Affiliates are
Motorola; or (iii) is lawfully obtained from a third party or entitled to seek injunctive or other equitable relief to remedy
parties without a duty of confidentiality. or prevent any breach or threatened breach of this Agreement.
Such remedy is not the exclusive remedy for any breach or
9. If Recipient is required to disclose Red Confidential threatened breach of this Agreement, but is in addition to all
Restricted Information pursuant to applicable law, other rights and remedies available at law or in equity.
statute, or regulation, or court order, Recipient will Recipient recognizes and acknowledges that Red Confidential
give to Motorola prompt written notice of the request Restricted Information contains valuable Motorola trade
and a reasonable opportunity to object to such secrets.
disclosure and seek a protective order or appropriate
remedy. If, in the absence of a protective order, the 14. Recipient will not transfer, directly or indirectly, any
Recipient determines, upon the advice of counsel, product, technical data or software furnished hereunder or the
that it is required to disclose such information, it may direct product of such technical data or software to any
disclose only Red Confidential Restricted country for which the United States or any other applicable
Information specifically required and only to the government requires an export license or other governmental
extent compelled to do so. approval without first obtaining such license or approval.

10. All Red Confidential Restricted Information remains 15. This Agreement is the entire agreement between the
the property of Motorola and will not be copied or reproduced parties with respect to the subject matter contained herein and
without the express written permission of Motorola, except for supersedes all prior or contemporaneous oral or written
copies that are absolutely necessary in order to fulfill the agreements concerning this subject matter. Notwithstanding,
Purpose. Within ten (10) days of receipt of Motorola’s written Recipient and Motorola may have executed other agreements
request, Recipient will return all Red Confidential Restricted for the protection of Recipient’s confidential information.
Information to Motorola along with all copies and portions Information disclosed by Recipient to Motorola hereunder or
thereof, or certify in writing that all such Red Confidential as related to the Purpose herein may be covered by those
Restricted Information has been destroyed. No license, existing agreements and nothing in this Agreement shall
express or implied, in the Red Confidential Restricted supersede or alter the obligations of confidentiality under
Information is granted other than to use the Red Confidential those agreements, provided however, such obligations do not
Restricted Information in the manner and to the extent conflict with any terms in this Agreement. This Agreement
authorized by this Agreement. Motorola warrants that it is may only be modified in writing by authorized representatives
authorized to disclose any Red Confidential Restricted of the Parties. Any understanding between the parties beyond
Information it discloses pursuant to this Agreement. the Purpose of this Agreement will be set forth in a separate
However, Motorola makes no other representation or warranty written agreement containing appropriate terms and
of any kind with respect to the Red Confidential Restricted conditions.
Information.
16. This Agreement shall be governed by and construed in
11. This Agreement commences on the Effective Date and accordance with English laws.
continues for a period of two (2) years. Either party may
terminate this Agreement for any reason by giving 30 days’ 17. This Agreement may be executed by the Parties in
written notice to the other party. Recipient’s obligations identical counterparts, all of which together shall constitute the
regarding Red Confidential Restricted Information as stated in final agreement. Executed counterparts may be exchanged by
paragraphs 6 and 8 will survive the expiration or termination facsimile transmission.
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this
12. In the event Recipient requests and receives Prototypes Agreement as of the date signed by Recipient if unmodified,
from Motorola receipt and handling of the same shall be or if modified, upon the date executed by both parties
(“Effective Date).

GrameenPhone Ltd. By:


(signature of authorized representative)

2
Name:

Title:

Date:
Motorola Electronics Pte Ltd.

By:
(signature of authorized representative)

Name: Spiros Nikolakopoulos


Title: VP, General Mgr, Asia Pacific, International Retail &
Distribution, Mobile Devices

Date: