This agreement is entered between Flippers (SMC-Private) Limited a business consulting, brokerage and advisory firm registered with SECP with its seat in Islamabad – Pakistan, herein after called as “Consultant” & the undersigned herein after called as “Client”.
It is understood and agreed that both parties to this Agreement would each like to provide the other with certain sensitive and confidential information including but not limited to business details, business model, financials, business pan, customers, suppliers, manufacturing partners, marketing strategies, vendors, products, sales data, price lists, supplier lists, accounts and banking information, relating to that is Proprietary & Confidential and Proprietary to Discloser (hereinafter "Proprietary Information");
WHEREAS Discloser is willing to disclose the Proprietary Information and the Recipient is willing to receive disclosure of the Proprietary Information pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient and to ensure the protection of information in consideration of this agreement to exchange said information, the parties agree as follows:
1. Waiver on Proprietary Information
The proprietary information will be waived off from any limitations and/or liabilities created as per this agreement, if in case it;

1. is possessed before receipt.
2. is or becomes a matter of public knowledge through no fault of receiving party;
3. is rightfully received from a third party not owing a duty of confidentiality;
4. is disclosed to a third party by, or with the authorization of the disclosing party; or is independently developed.

2. Proprietary Rights

1. No Use. The recipient agrees not to copy, disseminate, or use the Proprietary Information in any way, or to design or test any product embodying Proprietary Information, without the written consent of Disclosure.
2. No Disclosure. Recipient agrees to prevent and protect the Proprietary Information, or any part thereof, from disclosure and agrees not to share, exchange, execute, implement, preview, or test the idea, proposal and/or information provided personally and/or with/to any competing business or person(s) or a third party for any purposes.
3. No Direct / Third-Party Contact. Recipient agrees to the fact that in case of any third-party involved in the Proprietary Information, that remains the Property of  disclosure and cannot be contacted, approached, or dealt with directly or indirectly at any time or in any way outside of this agreement.

3. Ownership of Proprietary Information
Recipient agrees that all Proprietary Information shall remain the property of Discloser, and that Discloser may use such Proprietary Information for any purpose without obligation to Recipient. Nothing contained herein shall be construed as granting or implying any transfer of rights to Recipient in the Proprietary
Information.
4. Liability for Proprietary Information

1. A. Proprietary Information if disclosed or abused by the recipient will be considered a breach of trust and this agreement & the Recipient is liable to award Management / Brokerage Fees and Full Compensation up to the Loss of Potential Business / Commercial Opportunity as per the standard rates and policy to Disclosure for the disclosed information.
   The recipient agrees to obligate any and all its employees, affiliates, associates or representatives who may have access to any portion of the Proprietary Information, in any form, to protect and follow the same rules of this agreement. Disclose doesn’t make any representation or warranty express or implied as to the accuracy or completeness of the third-party Proprietary Information.
2. If either the buyer or seller attempts to close a deal directly, bypassing Flippers after an initial meeting arranged by Fippers,, both parties will be liable to pay our commission. Additionally, Flippers reserves the right to take strict action against the business involved, including the possibility of terminating or voiding the transaction.

5. Electronic Contract
In accordance with the Uniform Electronic Transactions Act (UETA) and the Electronic Signatures in Global and National Commerce Act, or E-Sign (the Act) and other applicable local or state legislation regarding Electronic Signatures and Transactions, the parties do hereby expressly agree to the use of electronic signatures as an additional method of signing and/or initialing this Agreement. The parties hereby agree that either party may sign electronically by using a digital signature service.
6. Term and Termination
This Agreement constitutes the whole Agreement and understanding between the Parties and supersedes all prior discussions between the Parties, and the obligations of this Agreement shall be continuing during One (01) year from the date of signing.
7. Arbitration
Any and all disputes shall be submitted to binding arbitration. This Agreement is made under and shall be construed according to the laws of the State of Pakistan.
Disclaimer: Both parties acknowledge and understand that it’s a legal binding agreement with a potential personal and/or commercial benefit, and both the parties have been encouraged to take independent consultation and advisory prior to signing off.

8. Fee & Commission
There will be a visit fee for Flipper’s representative of 5,000 for Islamabad & Rawalpindi and 20,000 for outstation which is refundable if the deal successfully close.

Agreed, Accepted and Electronically Signed by: Flippers (SMC-Private) Limited as Consultant.