Confidentiality & Non Disclosure Agreement

This agreement is made as at the (“the Effective Date”).

Between
(1) Waheed Anogh
__________________, a freelancer with registration number ___________,
A06082498 registered address:
__________________,
Shenzhen, China (the Receiving Party)

And;

(2) Algo Adtech Ltd., registration number ΗΕ 345678, registered office address: 34 Anaksartesias
& 79 Athinon, NORA COURT, 6th floor, 3040 Limassol, Cyprus, trading as GTH Translation
(the Disclosing Party)

(3)

(together the "Parties").

Meanings
1. These words and phrases have defined meanings:

Agreement: this confidentiality and non disclosure agreement and any

amendments;
Confidential information: any information disclosed by or on behalf of the Disclosing
Party to the Receiving Party during the Term that at the time
of disclosure (whether in writing, electronic or digital form,
verbally or by inspection of documents, computer systems or
sites or pursuant to discussions or by any other means or other
forms and whether directly or indirectly) is confidential in
nature or may reasonably be considered to be commercially
sensitive and which relates to the business and affairs of the
Disclosing Party including but not limited to: (a) all
Intellectual Property Rights of the Disclosing Party and (b) all
analyses, compilations, studies and other documents prepared
by the Receiving Party which contain or otherwise reflect or
are generated from the information referred to above;
Effective date: the date hereinabove stated as the “Effective Date”;
Intellectual Property Rights: all trade and service marks, registered and unregistered design
rights, all design right applications, patents, copyrights,
database rights and rights in know how, confidential
information and inventions and other intellectual property
rights of a similar or corresponding character whenever and
however arising and all renewals and extensions of such rights
which may now or in the future exist;
Permitted Purpose: provision of translation services for the Disclosing Party’s
certain specific needs
Term: the term of this Agreement;
Working Day: any day other than a Saturday, Sunday or bank holiday in the
Republic of Cyprus.
2. Unless the context requires a different interpretation:
a. the singular includes the plural and vice versa;
b. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses,
schedules or appendices of this Agreement;
c. a reference to a person includes firms, companies, government entities, trusts and partnerships;
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d. the term 'including' does not exclude anything not listed;
e. "including" is understood to mean "including without limitation";
f. reference to any statutory provision includes any modification or amendment of it;
g. the headings and sub-headings do not form part of this Agreement.

Obligations in relation to Confidential Information

3. In consideration of the disclosure to it of Confidential Information by the Disclosing Party, the
Receiving Party undertakes that it will:
a. keep all Confidential Information strictly confidential and not disclose any part of it to any
other person without the Disclosing Party's prior written consent;
b. not use any part or the whole of the Confidential Information directly or indirectly for any
purposes other than the Permitted Purpose without the express written consent of the Disclosing
Party; and
c. use a reasonable degree of care to protect the Confidential Information.
Permitted disclosures
4. The Receiving Party may disclose Confidential Information to the following (each a
"Permitted Disclosee"):
a. the Receiving Party's employees;
b. the Receiving Party's professional advisers;
c. the Receiving Party's agents and sub-contractors;
but only if the Permitted Disclosee (i) needs to access the Confidential Information for the performance
of its work in relation to the Permitted Purpose and (ii) is bound by a written agreement or professional
obligation to protect the confidentiality of the Confidential Information which it receives.
Ownership of Confidential Information
5. The Confidential Information (including any Intellectual Property) remains the property of the
Disclosing Party. The disclosure of the Confidential Information does not give the Receiving
Party any rights of ownership in the Confidential Information.
Exceptions to non-disclosure and confidentiality
6. The obligations of confidentiality set out in this Agreement do not apply to any information
which:
a. is already known to, or in the possession of, the Receiving Party at the time of its disclosure by
the Disclosing Party and is not subject to any obligation of confidentiality;
b. is, or becomes through no wrongful act or default of the Receiving Party, public knowledge;
c. is received from a third party in circumstances where the Receiving Party has no reason to
believe that there has been a breach of a duty of confidence;
d. is approved for disclosure in writing by the Disclosing Party;
e. must be disclosed by law or the rules of any court or other body of competent jurisdiction, any
governmental or regulatory body or any recognised investment exchange.
Term and return of Confidential Information
7. This Agreement comes into force on the Effective Date and continues in force until the third
(3rd) anniversary of this Agreement, unless terminated earlier at any time by either Party giving
written notice of termination to the other.
8. On termination of this Agreement or on demand by the Disclosing Party, the Receiving Party
must immediately stop using all Confidential Information, return all Confidential Information
to the Disclosing Party and provide a certificate to the Disclosing Party certifying that no copies
of the Confidential Information have been made or retained.
Remedies
9. Both Parties acknowledge that damages alone are not an adequate remedy for any breach of
this Agreement by the Receiving Party.
10. The Disclosing Party is entitled to the remedies of injunction, specific performance and other

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 equitable relief for any breach of this Agreement by the Receiving Party (actual or threatened),
without prejudice to any other rights and remedies available at any time.
Limitation of liability
11. Each Party warrants to the other that it has the legal right and authority to enter into and perform
its obligations under this Agreement.
12. Subject to the above, the Disclosing Party (including its employees, officers, agents,
subsidiaries or any other associated third parties associated) does not accept responsibility or
liability for the Confidential Information. The Disclosing Party makes no representation or
warranty, express or implied, that the Confidential Information disclosed is accurate or
complete.
Circumstances beyond the control of the parties
13. A Party to this Agreement is not liable for any failure or delay in performing its obligations
where such failure or delay results from any cause that is beyond the reasonable control of that
Party. In these circumstances, the affected party must notify the other party or parties as soon
as reasonably practicable. The notified Party or Parties may suspend or terminate the
Agreement on notice, taking effect immediately upon delivery of the notice.
Entire Agreement
14. This Agreement contains the whole Agreement between the Parties relating to its subject matter
and supersedes all prior discussions, arrangements or agreements that might have taken place
in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or
fraudulent misrepresentation.
General
15. No Party may assign, transfer, sub-contract, or in any other manner make over to any third party
the benefit and/or burden of this Agreement without the prior written consent of the other Party
or Parties, such consent not to be unreasonably withheld.
16. No variation to this Agreement will be valid or binding unless it is recorded in writing and
signed by or on behalf of the Parties.
17. Unless otherwise agreed, no delay, act or omission by a Party in exercising any right or remedy
will be deemed a waiver of that, or any other, right or remedy.
18. Provisions which by their intent or terms are meant to survive the termination of this
Agreement, will do so.
19. If any court or competent authority finds that any provision of this Agreement (or part of any
provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent
required, be deemed to be deleted, and the validity and enforceability of the other provisions of
this Agreement will not be affected.
20. Any notice to be delivered under this Agreement must be in writing and delivered by pre-paid
first class post to, or left by hand delivery, at the registered address or place of business of the
notified Party, or sent by email to the other Party's main business email address as notified to
the sending Party. Notices sent by post will be deemed to have been received, on the seventh
(7th) Working Day following the date of posting; delivered by hand will be deemed to have
been received at the time the notice is left at the proper address; sent by email will be deemed
to have been received on the next Working Day after sending. This clause does not apply to the
service of proceedings or other documents in legal action.
Governing law and jurisdiction
This Agreement shall be governed by and interpreted according to the law of the Republic of Cyprus
and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be
subject to the exclusive jurisdiction of the Cypriot courts.

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The parties have signed this Agreement on the day(s) and year set out below:

Date: 05/12/2024

Name: Mohammad Azizul Waheed Anogh

Capacity: Individual

Name:

Capacity: