NON-CIRCUMVENTION, NON-DISCLOSURE WORKING AGREEMENT
WHEREAS the undersigned wish to enter
into this Agreement to define certain parameters of the future legal
obligations, are bound by a duty of Confidentiality with respect to their
sources and contacts. This duty is in accordance with the International Chamber
of Commerce.
WHEREAS the undersigned desire to enter a
working business relationship to the mutual and common benefit of the parties
hereto, including their affiliates, subsidiaries, stockholders, partners,
co-ventures, trading partners, and other associated organizations (hereinafter
referred to as “Affiliates”).
NOW THEREFORE in consideration of
the mutual promises, assertions and covenants herein and other good and
valuable considerations, the receipts of which is acknowledged hereby, the
parties hereby agree as follows:
1.
TERMS AND CONDITIONS
A.
The parties will not
in any manner solicit, nor accept any business in any manner from sources or
their affiliates, which sources were made available through this agreement,
without the express permission of the party who made available the source and,
B.
The parties will
maintain complete confidentiality regarding each other business sources and/or
their Affiliates and will disclose such business sources only to the named
parties pursuant to the express written permission of this party who made
available the source, and,
C.
That they will not in
any of the transactions the parties are desirous of entering into and do, to
the best of their abilities assure the other that the transaction codes
established will not be affected.
D.
That they will not
disclose names, addresses, e-mail
address, telephone and tele-fax or telex numbers to any contacts by either
party to third parties and that they each recognize such contracts as the
exclusive property of the respective parties and they will not enter into any
direct negotiations or transactions with such contracts revealed by the other
party and
E.
That they further
undertake not to enter into business transaction with banks, investors, sources
of funds or other bodies, the names of which have been provided by one of the
F.
Parties to this
agreement, unless written permission has been obtained from the other party
(ies) to do so. For the sake of this
agreement, it does not matter whether information obtained from a natural or a
legal person. The parties also undertake
not to make use of a third party to circumvent this clause.
G.
That in the event of
circumvention of this Agreement by either party, directly or indirectly, the
circumvented party shall be entitled to a legal monetary penalty equal to the
maximum service it should realize from such a transaction plus any and all
expenses, including but not limited to all legal costs and expenses incurred to
recover the lost revenue.
H.
All considerations,
benefits, bonuses, participation fees and/or Fees received as a result of the
contributions of the parties in the Agreement, relating to any and all
transactions will be allocated as mutually agreed.
I.
This Agreement is
valid for any and all transaction between the parties herein and shall be
governed by the enforceable law in All
Commonwealth Country’s, European Union Country’s, USA Courts, or under
Swiss Law in Zurich, in the event of dispute, the arbitration laws of states
will apply.
J.
The signing parties
hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall
perpetuate for five (5) years from last
date of signing.
2.
AGREEMENT TO TERMS
A.
Signatures on this
Agreement received by the way of Facsimile, Mail and/or E-mail shall be an
executed contract. Agreement enforceable and admissible for all
purposes as may be necessary under the terms of the Agreement.
B.
All signatories
hereto acknowledge that they have read the foregoing Agreement and by their
initials and signature that they have full and complete authority to execute
the document for and in the name of the party for which they have given their
signature.
3. ACCEPTED AND AGREED
WITHOUT CHANGE
4.
# Electronic signature is valid and
accepted as hand signature # ( I.C.C 619/664 )
ACCEPTED AND AGREED
WITHOUT CHANGE