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Non-Circumvention, Non-Disclosure
and Working Agreement /SAMPLE/
This page
contains an example of Non-Circumvention, Non-Disclosure
and Working Agreement.
(To
publish this document here we have used various sources
both online and off-line - last updated in May, 2004.)
International
Chamber of Commerce (I.C.C.)
Non-Circumvention, Non-Disclosure and Working Agreement
Whereas
the Undersigned Parties wish to enter into this agreement
to define certain parameters of their future legal obligations,
and considering their mutual promise herein and other good
and valuable considerations the receipt of which is acknowledged
hereby, the Parties here to mutually and voluntarily agree
as follows:
1. The
parties hereto and/or their affiliates of what-so-ever nature
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, contact
solicit and/or conduct any transaction with such said sources,
without the expressed 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.
2. The
Parties shall not in any way whatsoever 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 of their abilities
shall ensure that the original transaction codes, data and
proprietary information established are not altered.
3. The
Parties shall not disclose any contact revealed by either
Party to any third Parties as they fully recognized such
information and contract(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.
4. 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 the recovery of such compensation.
5. All
considerations, benefits, bonuses, participation, fees,
and/or commissions received as a result of the contributions
of the Parties to this agreement, relating to any and all
transactions shall be allocated and distributed as mutually
agreed. 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.
6. 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.
7. It
is further agreed that any controversy, claims, and or dispute
arising out of 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 through 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 in the Court of Law in the Country of choice
of an award by the arbitrators.
PARTICIPANTS INITIALS: 1)__________________ 2)___________________
8. This
Agreement shall be binding upon the Parties hereto and in
the case of individual parties, their respective heirs,
administrators and executors and in the case of all corporate
Parties, their successors and
assigns
a) The non-circumvention damages, i.e., the total commissions,
fees, or profits which would have been due, and;
b) All loss sustained by the non defaulting party by reason
of
such breach, and;
c) All expenses incurred in enforcing any legal remedy rights
based upon or arising out of this Agreement.
9. This
Agreement shall be binding upon the Parties hereto and in
the case of individual parties, their respective heirs,
administrators, and executors, and in the case of all corporate
parties, their successors
and assigns.
10. 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.
11. All
signatories hereto acknowledge that they have read and each
Party fully understands the terms and conditions contained
in this Agreement, and by their initials and signature hereby
unconditionally
agree to its terms as of the date noted herein.
12. 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 copies of this Agreement to be considered
as a legal original and signatures thereon shall be legal
and binding.
Accepted
and Agreed: On this, May in the year of 2000
1. _______________________________
2._________________________________
Signature Signature
__________________________________
_________________________________
Printed Name Printed Name
__________________________________ _________________________________
Company Name Company Name
__________________________________ _________________________________
Address Address
__________________________________
_________________________________
Telephone/Facsimile Telephone/Facsimile
________________________________
_________________________________
E-mail Address E-mail Address
_______________________________ _________________________________
Date Date
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