NON - DISCLOSURE AGREEMENT

This Agreement is between INFORMATION TECHNOLOGY AUTHORITY (ITA) with an address

of P.O.Box 1807, P.C.130, Sultanate of Oman (Hereinafter, referred to as ‘The First Party’) of
one part and ………………………………………………………………….. with an address of P.O.Box ………..,
P.C………….,Sultanate of Oman (Hereinafter, referred to as ‘The Second Party) of the other
part.

1) PURPOSE

ITA has invited the Second Party to bid for eServices Delivery Platform Implementation for Ministry of
Housing (part of National eGovernment Transformation supported by ITA) tender.

Whereas in order to enable the Second Party to estimate the scope of work and efforts
required to deliver as per requirements set forth in the tender document, certain proprietary
and confidential business, financial, technical and customer related information and data
need to be supplied/ disclosed to the Second Party solely for the purpose of providing the
services required by the First Party/its entities and/or associates.

Whereas this Agreement is to provide the Terms and Conditions under which the First Party
agrees to disclose such proprietary and confidential information to the Second Party.

Therefore, the following has been agreed upon:

1.1 First Party shall provide the Second Party the necessary information, reports, and other
proprietary information, knowledge or data of an intellectual, technical, business,
financial or commercial nature as and when required except the information of sensitive
nature. The Second Party is responsible to protect such information/data from being
disclosed to or accessed by anybody, without the prior written consent of the First Party.

1.2 The First Party shall grant the Second Party a non-transferable and non-exclusive right to
use the information/data to allow the Second Party to perform the required services for
the First Party and/or its associates.

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2) PUBLICITY

2.1 Both the First Party and the Second Party agree and shall ensure not to advertise or
otherwise disclose the terms of this Agreement (save insofar as may be required by
law), without the prior approval in writing of the other party.

2.2 The Second Party further agree in respect to business, financial, technical and customer
related information and data, systems, software and related documentation,
consultancy reports etc., in whatever form provided under this Agreement, recorded or
unrecorded (hereinafter collectively referred to as “Information”) that this information
shall be provided only to persons, who have the need to know and :-
i. shall be used solely for the purpose of performing the Agreement(s) to be signed
between both Parties.
ii. shall be treated in strict confidence and protected;
iii. shall not be reproduced, except as necessary for its authorised use;
iv. if tangible form, shall be returned, together with all copies thereof, when
demanded by the furnishing party or when no longer needed by the receiving
party;
v. shall not be used for any other business unless written approval of the First Party
is obtained.

2.3 The Second Party further agrees at First Party’s request to assist First Party in its
protection against any wrongful act or negligence by third parties hereto.

2.4 The Second Party undertakes to take all measures which are necessary to avoid that its
personnel disclose all or part of the Information received by or accessed by the Second
Party as detailed in Article 3.2 to third parties.

2.5 The Second Party shall not register any Intellectual Property Rights containing all or part
of the Information.

3) INFORMATION

3.1. All rights to the information furnished by the First Party to the Second Party shall be
retained by and rest exclusively with the First Party and title thereto is explicitly
reserved by the First Party.

3.2. In case of the Information known or furnished to the Second Party are owned by the

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 First Party or his contractor or his consortium members for the project, title for such
information shall be reserved to the Information’s owner.

3.3. This Agreement imposes no obligation upon a Second Party with respect to the
Confidential information which:

i. is or becomes a matter of public knowledge through no fault of the Second Party;

ii. is rightfully received by the Second Party from a third party without a duty of
confidentiality;
iii. is independently developed by the Second Party;
iv. is disclosed under operation of law; or
v. is disclosed by the Second Party with the First Party’s prior written approval.

4) TERM

The obligations of the second party hereunder shall survive perpetually from the date of the
original disclosure to the Second Party or until such time as all Confidential Information of the
first party disclosed hereunder becomes publicly known and made generally available through
no action or inaction of the receiving party.

5) NO WARRANTY

All confidential information is provided (as is) first party makes no warranties, express,
implied or otherwise, regarding its accuracy, completeness or performance.

6) REMEDIES

Second Party agrees that any violation or threatened violation of this Agreement may cause
irreparable injury to the first Party, entitling the First Party to seek injuctive relief in addition
to all legal remedies.

7) GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the
Sultanate of Oman. And the court of sultanate of Oman shall have exclusive jurisdiction with
respect to all disputes arising out of or in connection with this Agreement.

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First Party Second Party

Name: Name:

Title: Title:

Sign: Sign:

Date and Stamp: Date and Stamp:

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