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BUSINESS COLLABORATION AGREEMENT
THIS BUSINESS COLLABORATION AGREEMENT (the “Agreement”) made this
1st day of January, 2025 (the “Effective Date”) by and between:
GROW Marketing Firm, having Business Office no. 205, Second Floor, Paris Heights ,
Block-B, MR1 A, Multi Gardens, B-17, Islamabad, through its CEO, Mr. Umar Farooq,
Son of Maqsood Ahmed Rahim holding CNIC no. 35201-4180713-1, Resident of 72-B,
PCHS, Lahore Cantt, E Mail: [Link]@[Link] CEO of Grow Marketing Company,
(Hereinafter referred to individually as “Party-1” to include their legal heirs, representatives).
FASST Enterprises, 1st Floor, FASST Tower, Plaza no.17, Sector-A, Iqbal Boulevard, DHA-
2, Islamabad, a consultancy firm, through its CEO, Brig. Tariq Hussain Khan (Retd),
holding CNIC no. 37405-0428962-1, E Mail: [Link]@[Link]
(Hereinafter referred to individually as “Party-2” to include their legal heirs, representatives).
That Party no.1 is doing business in Marketing & Sales and desires to undertake Construction &
Development, Sales & Marketing and Management of certain Projects through Joint Venture for its’
prospective Investors, Builders and Developers and to collaborate in the Business of Real Estate.
That Party no.2 is in the business of consultancy in arranging construction contracts, development of
Housing Projects, Joint Ventures, Sales & Marketing, Project Management, Real Estate and related
business in Pakistan. Party no.2 shall introduce certain projects and their Owners to Party no. 1 of
mutual interests to both the Parties as under:
a. Joint Venture for Construction, Sales & Marketing of High-Rise Building, Housing Society
or any other Project of mutual interests.
b. Merging / adjustment of real estate, land files / plots or land in Pakistan.
c. Any other Project of mutual interest to both the Parties.
That the Parties are exploring the business opportunities for each other to collaborate with each in
areas of mutual interest for their business development and mutually undertaking businesses in
Pakistan, in real estate, construction, Joint Ventures, developments, sales & marketing and any other
business as mutually decided by both Parties for mutual benefits of both the parties including the
prospective Buyers / Investors / Developers / Business Partners / Land or Project Owners and the
Builders (collectively termed as, the “Business Relationship”). The Parties recognize that in the
course of their discussions to further the Business Relationship, it will be necessary for each Party to
disclose to the other certain Confidential Information (as defined below). Each Party desires to set
forth the terms that apply to such Confidential Information.
NOW, THEREFORE, for and in consideration of the foregoing, of the promises and covenants
set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties do hereby agree as follows:
1. The Parties shall:
a. Use reasonable efforts to maintain the confidentiality of the information and
materials, whether oral, written or in any form whatsoever, of the other that
may be reasonably understood, from legends, the nature of such information
itself and/or the circumstances of such information’s disclosure, to be
confidential and/or proprietary thereto or to third parties to which either of
them owes a duty of nondisclosure (collectively, “Confidential Information”);
b. Take reasonable action in connection therewith, including without limitation at
least the action that each takes to protect the confidentiality of its comparable
proprietary assets;
c. To the extent within their respective possession and/or control, upon
termination of this Agreement for any reason, immediately return to the
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provider thereof all Confidential Information not licensed or authorized to be
used or enjoyed after termination or expiration hereof, and
d. With respect to any person to which disclosure is contemplated, require such
person to execute an agreement providing for the treatment of Confidential
Information set forth in Sub-Clauses a. through c. The foregoing shall not
require separate written agreements with employees and agents already
subject to written agreements substantially conforming to the requirements of
this Section nor with legal counsel, certified public accountants, or other
professional advisers under a professional obligation to maintain the
confidences of the clients.
2. Notwithstanding the foregoing, the obligation of a person to protect the confidentiality
of any information or materials shall terminate as to any information or materials which: (i) are, or
become, public knowledge through no act or failure to act of such person; (ii) are publicly disclosed
by the proprietor thereof; (iii) are lawfully obtained without obligations of confidentiality by such
person from a third party after reasonable inquiry regarding the authority of such third party to
possess and divulge the same; (iv) are independently developed by such person from sources or
through persons that such person can demonstrate had no access to Confidential Information;
or (v) are lawfully known by such person at the time of disclosure other than by reason of discussions
with or disclosures by the Parties.
3. The Parties also undertake that they or their representatives, Directors, or employees
will not approach directly or indirectly to the Prospective Investors, Developers, Joint Partners,
Builders, Contractors, Marketers, Land / Project Owners, Prospective Buyers etc. introduced to each
other without written consent of other party. This will be considered as serious violation as explained
in Clause-5 & 6 of this Agreement given below. Any violation of this Agreement committed by
representatives, Directors, or employees of any of the Party intentionally or intentionally shall be
considered against the concerned Party and the concerned Party shall be penalized as per law.
4. As any violation by either Party of this Agreement could cause irreparable injury to the
other Party and as there is no adequate remedy at law for such violation, the non-breaching Party
may, in addition to any other remedies available to it at law or in equity, enjoin the breaching Party in
a court of equity for violating or threatening to violate this Agreement. In the event either Party is
required to enforce this Agreement through legal action, then it will be entitled to recover from the
other Party all costs incurred thereby, including without limitation, reasonable attorney’s fees.
5. Neither Party makes any representation or warranty with respect to any Confidential
Information disclosed by it, nor shall either Party or any of their respective representatives have any
liability hereunder with respect to the accuracy or completeness of any Confidential Information or the
use thereof. Moreover, in case of accusation from either Party, then accusation will be made by
concerned Party with authentic evidence.
6. Expenses. The Parties will be responsible to meet their own administrative expenses
to include rent of offices, employees’ salaries, utility bills, transport expenses/ fuel, food or any other
administrative expenses etc.
7. Benefits & Loss. The Parties will divide the benefits, commission, consultancy fees
etc. or loss, if any, as 50:50. Whereas “Party-1” will be responsible to make payments to all other
dealers, commission agents, including dealers involved/ engaged by “Party-2” for collective
business from its own share. “Party-2” will not be held responsible for payment of any commission
or consultancy fee to any dealer or agents involved / engaged in collective business of both the
Parties. In case any deal gets cancelled due to any reason, the commission or consultancy fee thus
received, will be returned in the same amount.
8. Responsibilities / Duties. Responsibilities and duties of each Party will be mutually
decided and joint efforts will be made to fulfillment and success of each deal.
9. Non-Concealment of Facts. Each Party is responsible to disclose important
information of each deal to the other Party. Facts will not be concealed from each other. Each Party
is responsible to disclose information related to the dealers involved in the deal, commission/ benefits
received from the Seller or Purchaser or other dealers / consultants of the mutual deal and
commission paid to the dealers/ agents involved in mutual deals.
10. Any provision of this Agreement held or determined by a court in Pakistan (or other
legal authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall
be deemed separate, distinct and independent, and shall be ineffective to the extent of such holding
or determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction
or (ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction.
11. Any notice required or permitted to be given hereunder shall be (a) in writing, (b)
effective on the first business day following the date of receipt, and (c) delivered by one of the
following means: (i) by courier service; or (ii) by registered mail, return receipt requested, postage
prepaid (iii). By E mails mentioned above. All notices given under this Agreement shall be addressed
to the addresses stated at the outset of this Agreement, or to new or additional addresses as the
Parties may be advised in writing.
12. This Agreement is to be governed by and construed in accordance with the laws of
the state of Pakistan. Neither Party shall be deemed to waive any of its rights, powers or remedies
hereunder unless such waiver is in writing and signed by said Party. This Agreement is binding upon
and inure to the benefit of the Parties and their legal heirs, successor, representatives and
assignees.
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13. This Agreement constitutes the entire agreement and understanding of the Parties
with respect to the subject matter hereof, and is intended as the Parties’ final expression and
complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous
agreements, representations, promises and understandings, whether written or oral. Neither Party is
to be bound by any pre-printed terms appearing in the other Party’s form documents, tariffs,
purchase orders, quotations, acknowledgments, invoices, or other instruments. This Agreement may
be amended or modified only by an instrument in writing signed by both Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
themselves, in person, on the day and year first above written.
By: (1) Party-1. (2) By: Party-2,
Represented by: Represented by:
a. Umar Maqsood, CEO of GROW Marketing a. Brig. Tariq Hussain Khan (Retd), CEO of Fair &
FASST Builders and Consultants Pvt. Ltd.
Witness No. 1 Witness No.2
Zahid Hussain Khan CNIC no. 37405- Dr. Saleem Ullah Khan CNIC no. 38101-0603708-9
1886852-1
NOTARY PUBLIC IN PAKISTAN