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NON DISCOSURE AGREEMENT - xxxxxxxxx

THIS AGREEMENT made and entered into at Colombo in the Democratic Socialist
Republic of Sri Lanka on this xxxxxxxxxxxxxxxx( in words)

BY AND BETWEEN

xxxxxxxxxxxx of xxxxxx, in the said Republic [hereinafter called and referred to as


the Company which term expression shall mean and include the said xxxxx and
its successors and assigns] of the One Part

AND

Xxxxx xxx (Holder of National Identity Card xxxxxx) of Sri Lanka in the said
Republic [hereinafter called and referred to as the Party of the Second Part which
term or expression shall mean and include the said xxxxxxxxxxxxxx his heirs
executors and administrators] of Other Part

The Company and Party of the Second Part are hereinafter collectively referred to as
the Parties in this agreement

WHEREAS the Company is the employer of the Party of the Second Part

AND WHEREAS the Party of the Second part and the Company have agreed the
Party of the Second part shall keeping in the strictest of confidence all information
that the Party of the Second part may become privy to in the course of his/her
employment with the Company.

THIS AGREEMENT THEREFOR WITNESSETH that in consideration of the terms


and conditions hereinafter set forth the parties agree as follows:

1. Definitions

a) Agreement means the Agreement of Non-Disclosure between the


Company and the Party of the Second Part.

b) Confidential Information includes information with regards to any


business related information such as client, software development,
financial, technical etc., and/or any other information disclosed and
declared orally or in writing by the Company or such information as
may be gathered buy the Party of the Second Part in the course of
employment.

c) The Parties mean the Parties to this Agreement i.e. The Party of
the Second Part and the Company
2. The Parties agree

a) All confidential information shall remain the sole property of the


Company

b) The Party of the Second Party shall hold in the strictest of


confidence, all confidential information of the company and the
Companies clients and customers and all information to which
he/she may have access to in the course of his/her employment and
use all reasonable care and discretion to avoid disclosure,
publication or dissemination of such confidential information.

c) Confidential information of the Company shall not be disclose to


any third Parties without the prior written consent of the Company

d) The obligations imposed upon the Party of the Second Part shall not
apply to Confidential Information which is disclosed pursuant to a
requirement of a government agency or by operation of law

e) Confidential Information referred to in this agreement, shall not be


used for any purpose other than the business purpose of the
Company.

f) The Parties undertake to act in good faith at all times in all dealings
and actions in relation to each other arising from or in connection
with this agreement, to act reasonably and objectively In marking
all decisions tan to use their best endeavors to promote the
interests and the purpose of this agreement.

3. COPYRIGHTS AND ALL INTELLEVTUAL PROPERTY RIGHTS

a) The Party of the Second Party acknowledges that any and all of the
copyrights and other intellectual property rights created,
developed, embodied in or in connection with the business of the
Company by the Party of the Second Part shall be and remain the
sole property of the Company and that the Party of the Second Part
at all times created and developed any copyright and/or intellectual
property as an employee of the Company paid to perform such
services for the Party of the Second Part. The Party of the Second
Party shall not during or at any time after the completion, expiry or
termination of period of employment with the Company in any way
question or dispute the ownership by the Company of any such
rights.

b) The Party of the Second Party hereby indemnifies and hold harmless
the Company against in and all costs, claims, actions, demands
expenses and liabilities of whatsoever nature arising out of or in
connection with any claim against the Company pursuant to the
infringement of the said intellectual property rights of the
Company by the Party of the Second Part

4. The Party of the Second Part agrees that damages shall not be an adequate
remedy against any actual or threatened breach of this agreement.
Accordingly, the Party of the Second Part agrees that the Company may seek
immediate injunctive relief without proof of actual damages from any such
breach and specific performance oaf the Companys rights hereunder, in
addition to any other remedies available to the Company at law or inequity.

5. The failure or delay by the Company in exercising any right, power or


privilege under this agreement will not operate as a waiver thereof, and any
single or partial waiver thereof by the Company will not preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
under this agreement.

6. This agreement contains the entire agreement between the Parties


concerning the confidentiality of the confidential information, and no waiver
or variation of any term of this agreement will be effective unless approved I
writing by each of the Parties to this agreement.

Nothing in this agreement shall affect the rights and duties of the Parties
under the contract of employment entered into as between the Parties in so
far as the terms and conditions of the contract of Employment and this
agreement are not in conflict as regards the subject matter of this contract
and in the event of a conflicts regards the provisions of this contract this
contract shall prevail without prejudice to the Parties rights and duties as
regards the other provisions as contained in the contract of Employment.

7. The covenants an obligations of this agreement shall survive any termination


or sooner determination of the engagement by the Party of the Second Part of
the Company and the Party of the Second part shall continue to observe the
obligations set forth in this agreement.

IN WITNESS WHEREOF the signatures xxxxxxxxx being the authorized signatory


for the Company and (xxxxx) being the Party of the Second Part have been placed
on the day month and year above mentioned.

________________________

________________________

Witness:
1.

2.

Restricted