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The Vendor Confidentiality Agreement is essential for businesses operating in Pakistan that need to share sensitive information with their vendors while maintaining appropriate protection and control. This document becomes necessary when engaging vendors who will have access to proprietary information, trade secrets, customer data, or other confidential business information. The agreement, governed by Pakistani law, particularly the Contract Act 1872 and related legislation, establishes clear obligations for vendors regarding the handling, protection, and eventual return or destruction of confidential information. It is typically used before commencing detailed vendor discussions or during the vendor onboarding process, and includes specific provisions for enforcement under Pakistani jurisdiction. The agreement can be customized based on the nature of the vendor relationship, sensitivity of the information being shared, and specific industry requirements.

1. Parties: Identification of the disclosing party (company) and receiving party (vendor), including full legal names, registration numbers, and registered addresses

2. Background: Context of the relationship between parties and purpose of sharing confidential information

3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', 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, including protection measures, non-disclosure requirements, and standard of care

6. Permitted Uses and Disclosures: Specific circumstances under which confidential information may be used or disclosed

7. Security Measures: Required security measures for protecting confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Term and Survival: Duration of the agreement and survival of obligations post-termination

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes

12. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability