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 bond by a duty of
Confidence with respect to their sources and contacts. This duty is in
accordance with the International Chamber of Commerce Convention (I.C.C.
500).
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 (herein after 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 here to mutually and voluntarily agree as
follows:
TERMS AND CONDITIONS
The
parties and/or their affiliates of whatsoever nature shall not, in any shall not
in any manner, solicit and/or accept any business from sources that have been
made available by and through the parties hereto, nor in any manner shall
access, solicit and/or conduct any transaction with such said sources, without
and specific permission of the party who made such said sources available. The
Parties shall maintain complete confidentiality regarding each other’s business
and / or their affiliates and shall only disclose knowledge pertaining to these
specifically named Parties as permitted by the concerned party, unless agreed
and granted an expressed written Permission of and by the Party whom made the
source available.
The
parties shall not in any way what so ever circumvent each other and / or attempt
such circumvention of each other and / or any of the parties involved in any of
the transactions the parties wish to enter and to the best and proprietary
information established are not altered.
The
parties shall not disclose any contact revealed by either Party to any third
Parties as they fully recognized such information and contact (s) of the
respective Party, and shall not enter into direct and / or indirect offers,
negotiations and / or transaction with such contacts revealed by the other Party
who made the contact (s) available.
In the
event of circumvention by any of the undersigned Parties, whether direct and /
or indirect, the circumvented Party shall be entitled to a legal monetary
compensation equal to the maximum service it should realize from such a
transaction, plus any and all expenses, including any and all legal fees
incurred in lieu of recovery of such compensation.
All
considerations, benefits, bonuses, participation, fees and/or export Profits
commissions received as a result of the contributions of the Parties to this and
distributed as mutually agreed between both the Parties concerned specific
arrangements, for each transaction shall be made available and/or submitted to
the recipient on the very day due and payable as per each and every transaction,
unless otherwise agreed.
This
agreement is valid for five (5) years from the date of signature, for any and
all transactions between the Parties therein, with renewal to be agreed upon
between the signatories. It shall become effective immediately from the date of
signing hereof by all parties.
Participants Initials:
1)
_______________________________________________
2)
________________________________________________
It is
further agreed that any controversy, claims, and or dispute arising out and/or
relating to any part of the whole of this agreement or breach thereof and which
is not settled between the signatories themselves, shall be settled and binding
by and trough arbitration in accordance with the rules and through the
institution of the International Chamber of Commerce. Any decision and/or award
made by the arbitrators shall be final, conclusive and binding for the parties
and enforceable law in the country of choice of an award by the arbitrators. In
the event of dispute the English language shall prevail. If no agreement has
been reached on country of Arbitration, the Arbitration shall be conducted in
India under Indian Law.
This
Agreement shall be legally binding upon the Parties hereto their respective
heirs, administrators, executors, their successors and assigns for:
The
non-circumvention damages, i.e. the total commissions, fees, or profits which
would have been due, and;
All
loss sustained by the non defaulting party by reason of such breach,
and;
All
expenses incurred in enforcing any legal remedy rights based upon or arising out
of this Agreement.
Signature of this agreement shall be deemed to be an executed
agreement enforceable and admissible for all purposes as may be necessary under
the terms of this agreement. Signatures on this agreement received by the way of
Facsimile, Mail and/or Email shall be deemed and executed contract.
Both
signatories hereto acknowledge that they have read and each Party fully
understands the terms and conditions contained in this Agreement and by their
initial and signature hereby unconditionally agree to its terms as of the date
noted herein.
The
purpose of this instrument is to establish an internationally recognized
Non-Circumvention Non-Disclosure, and working Agreement between the
participating Parties. This and future transactions shall be conducted under the
guidelines of the International Chamber of Commerce.
This
agreement may be signed in one or more counterparts and the Parties agree that
facsimile/email copies of this Agreement to be considered as a legal original
and signatures thereon shall be legal and binding agreement.
Accepted and Signed without change
First Party
Signature
& Official Seal / Stamp: __________________________
Signed on:
--- / ---/20__
Signatory’s full name:
_________________________________________
Signatory’s designation:
_______________________________________
Nationality:
________________________________________________
Passport
No: _______________________________________________
Address:
___________________________________________________
Tel:
_______________________________________________________
Fax:
_______________________________________________________
Cell:
______________________________________________________
E-Mail:
____________________________________________________
Second Party
Signature
& Official Seal/Stamp: ________________________________
Signed on:
--- /---/20__
Signatory’s full name:
_________________________________________
Signatory’s designation:
_______________________________________
Nationality:
_________________________________________________
Passport
No: ________________________________________________
Company:
__________________________________________________
Address:
___________________________________________________
Tel:
_______________________________________________________
Cell:
_______________________________________________________
E-Mail:
_____________________________________________________
Web:
______________________________________________________
End of contract
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