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Mutual Non-Disclosure/Non-Circumvent Agreement

Confidential  9/15/2011

Mutual Non-Disclosure/Non-Circumvent Agreement

This agreement is by and between Pro-Staffers LLC®, Suite 5W, Building 19-20 (Overseas Center), Road 113/A, Gulshan, Dhaka-1212

 And

MAHIBUL HASAN Address of C/0 : Amirul Ahasan“Arannak”,Road No:09,Basundara R/A,Middle Rampur,Chittagong,Bangladesh.

RECITALS

1.  We agree to offer to each other a legally binding Agreement that all information relating to each of us willbe kept confidential by the other.

2.  We or our representatives (“the discloser”) may need todisclose to the other (“the recipient”) information relatingto each other’s financial and commercial activities.

3.  In order to protect our interests in the information weeach disclose, we wish to set out the terms andconditions on which the information is disclosed.

In consideration of the mutual benefits to be derived by theparties identified above, its assignees, trustees or executors, beit understood, WHEREAS, the parties are mutually desirous ofentering into various business transactions in cooperation withone another for their mutual benefit and NOW THEREFORE, the

parties agree to abide by the following terms and conditions setforth for the purpose:

 AGREEMENT

1.  For the purpose of this Agreement, "ConfidentialInformation" means all confidential information disclosedby the discloser to the recipient and shall include (but notbe limited to) the business dealings and affairs andprospective business and affairs of the discloser, thetechnology underlying the concepts, products andservices and prospective concepts, products and services,product, financial, marketing, manufacturing,organizational, technical and other data relating to thediscloser, the finances, price lists and identity ofcustomers, suppliers, agents, distributors and contractors

of the discloser and shall comprise not only writteninformation, but also information transferred orally,visually, electronically or by other means whether or notit is expressly stated to be confidential.

2.  It is understood that the term “Confidential Information”does not include information which: -(i)  is publicly known at the time of disclosure;(ii)  after disclosure to the recipient, has become publicly

known other than through breach of this Agreement;(iii) the recipient can show by documentary evidence

within 30 days of disclosure by the discloser wasknown to it, other than under a subsisting obligationof confidentiality or restricted use, prior to thedisclosure by the discloser;

(iv) the recipient can show by documentary evidencewithin 30 days of disclosure by the discloser was

developed independently by a member of its staffprior to disclosure by the discloser;

(v)  the recipient can show was made available to it by athird party who had not imposed on the recipient anysubsisting obligation of confidentiality or restricteduse in respect thereof.

3.  The signatories to this agreement acknowledge that noeffort shall be made to circumvent its terms eitherindividually or severally as an attempt to gaincommissions, fees, remuneration, or considerations tothe benefit of any of the signatories of this Agreementtheir partners or associates.

4.   Any controversy or claim arising out of or relating to this Agreement, or breach thereof, and which is not settledbetween the signatories themselves, shall be settled byarbitration in accordance with the rules of the Bangladesh Arbitration Commission, with hearings to take place inDhaka.

5.  This Agreement shall be for three (3) years from the dateaffixed below and shall apply to any and all transactionsentertained by the parties hereto, relating to the subjectmatter on paragraph 1, including subsequent follow-up,repeat, extended or renegotiated transactions, as well asto the original transactions. Recipient agrees not todisclose confidential information for a period of three (3)years from the date of the receipt of the confidentialinformation.

6.  This document shall in no way be constructed as beingan Agreement of partnership and no signatory shall beliable for the other signatory’s commitments or liabilitiesin business or personal dealings or situation.

7.   All terms and conditions are mutually reciprocating toboth parties.

8.  Essentially, the spirit behind this Agreement is one ofmutual trust and confidence and of the reliance uponeach other to do what is fair and equitable.

 ALL PARTIES AGREE THAT FACSIMILE COPIES OF THIS AGREEMENT WILL BE CONSIDERED SAME ASORIGINAL.

Pro-Staffers LLC® Suite 5W, Building 19-20(Overseas Center)Road 113/A, Gulshan Heights, Dhaka-1212Tel: 885-3085 | Fax: 986-3384E-mail: info@prostaffers.com.bd

Mehboob SadiqCEO.

 _____________________Signature -

Name: MAHIBUL HASAN 

 Address: C/0 : Amirul Ahasan“Arannak”,RoadNo:09,Basundara R/A,Middle Rampur,Chittagong,Bangladesh.

Tel : 01816035827

Email- mahibcuet_02@yahoo.com 

Signature –

Date: September 15 , 2011