INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.

) NON-CIRCUMVENTION, NON DISCLOSURE & WORKING AGREEMENT
WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of any and all future legal obligations and commercial dealings among them, and are bound by an expressly acknowledged duty of confidentiality and non-circumvention with respect to their sources and contacts and all other information that is confidential or proprietary as further delineated herein below. These duties are in accordance with the International Chamber of Commerce. As used herein the “Parties” shall mean all persons or entities that have executed this Agreement or otherwise have agreed to be bound by the terms herein. 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 persons, entities and/or 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 hereby expressly acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. TERMS AND CONDITIONS

A.

The Parties and their Affiliates irrevocably and expressly agree they will not in any manner solicit, nor accept any business in any manner (directly, or indirectly) as an individual, director, stockholder, owner, partner, employee, principal, agent or affiliate of any other business or entity, from any Source of any other Party, without the express written permission of the Party who made available the Source. As used herein, the term “Source” shall mean any client, buyer, seller, intermediary, broker, mandate, provider, contractor, consultant, bank, investor, source of funds or other person, entity, or any affiliate provided by any Party. The Parties and their Affiliates irrevocably and expressly agree 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. The Parties and their Affiliates irrevocably and expressly agree they will maintain complete confidentiality for all Confidential Information (as defined herein below) provided to them by any disclosing party and will not disclose any Confidential Information provided or acquired by any disclosing Party(s) to the others or any third party without the express written authorization by such disclosing Party or pursuant to any mandate by a court of law. As used herein, the term “Confidential Information” shall include, without limitation, any and all names, addresses, e-mail address, telephone and telefax or telex numbers of any contacts or business sources provided by such disclosing Party(s), contract terms, product information, prices, fees, purchasing arrangements, schedules, and information concerning the identity of sources, lenders, trusts, consultants, clients, equity partners, financial institutions, buyers, sellers, intermediaries, brokers, mandates, providers, contractors, consultants, banks, investors, sources of funds, or their affiliates, and shall further include all specific individual names, addresses, references, and/or all other information, advised by the disclosing Party(s) to the other Party(s) as being confidential. Confidential Information shall also include any and all information of which unauthorized disclosure could be detrimental to the interests of the disclosing Party whether or not such information is identified as Confidential Information. Further the non-disclosing Parties expressly agree and acknowledge that any Parties’ Confidential Information is the exclusive property of the disclosing Party. The Parties and their Affiliates irrevocably and expressly agree to not directly or indirectly, whether as an individual, partner, owner, employee, consultant, or in any other capacity, enter into any business

B.

C.

D.

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in the event of dispute. consultants. but for the Breaching Party’s breach. consultants. This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in Australian Courts. source of funds or other person. mandates. and therefore agree that the non-breaching Party(s) shall have the right to seek specific performance and/or an order restraining and enjoining the Parties from any such further disclosure of the Confidential Information or any circumvention of the aggrieved Party(s). The Parties hereto expressly agree and acknowledge that this amount is not seen as a penalty. G. In addition to the above. The signing parties hereby accept such selected jurisdiction as the exclusive venue. but as the agreed upon liquidated sum of damages arising from a breach of this Agreement. providers. The duration of the Agreement shall perpetuate for five (5) years from the date hereof. Singapore Courts and French Courts or under Swiss Law in Zurich. F. Breaching Party further agrees to indemnify the non-breaching Party(s) against any and all losses. or any affiliate of the non-breaching Party(s) or changes. contractors. 2. intermediary. buyer. circumvents or attempt to circumvents. and in no way limiting the nonbreaching Party(s) remedies at law or in equity (including the aforementioned injunctive rights). broker. commissions or continuance of pre-established relationships. interferes with. or any other breach of this Agreement may cause the non-breaching Party(s) irreparable harm. brokers. the arbitration laws of states will apply. avoids. mandate. expenses. consultant. or intervenes in any non-contracted relationships with any sources. or obviates any other Party’s interests. or any breach of this Agreement. entity. mandates. as well as all Out of Pocket Costs incurred by the non-breaching Party(s) to mount any claim pursuant to this Agreement. increases or avoids (directly or indirectly) any payment of established or to be established fees. without the express written authorization of such disclosing Party. or initiates buy/sell relationships. circumvention. the amount of which may be difficult to ascertain. the Parties hereto expressly acknowledge and agree that the non-breaching Party(s) shall be entitled to a monetary amount equal to the maximum amount it/they would have realized from the transaction(s). contractor. including but not limited to any broker or intermediary fees. contract or any other agreement with any source. buyers. in the event that the breaching Party directly or indirectly. by passes. damages. or any affiliate of the nonbreaching Party(s). USA Courts. and attorneys' fees (the “Out of Pocket Costs”) incurred or suffered by the non-breaching Party(s) as a result of any breach of this Agreement by the non-breaching Party(s). intermediaries.transaction. clients. seller. bonuses. UK Courts. or any affiliate of any Party disclosing such information. provider. providers. Such right of the non-breaching Party(s) is to be in addition to any other remedies available to such party at law or in equity for such disclosure. relating to any and all transactions will be allocated as mutually agreed or in a manner consistent with reasonable industry standards. brokers. clients. H. sellers. intermediaries. bank. or the interests or relationships between any of the Parties with any sources. AGREEMENT TO TERMS Page 2 of 4 ________ ________ _________ ___________ __________ . Breaching Party expressly waives the defense that a remedy in damages will be adequate in an action for specific performance or injunction by the non-breaching Party(s) for any disclosure or misappropriation of any of the Confidential Information. client. The Parties and their Affiliates expressly agree and acknowledge that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement. contractors. transactional relationships that bypass the nonbreaching Party(s) with any corporation. claims. Canada Courts. any circumvention by any of the Parties. partnership other entity or individual revealed or introduced by the non-breaching Party(s). negotiation. investor. sellers. participation fees and/or commissions received as a result of the contributions of the parties in the Agreement. buyers. The Parties and their Affiliates expressly agree that all considerations. E. benefits.

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. Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement. B. Signatures on this Agreement received by the way of Facsimile.A. Mail and/or E-mail shall be an executed contract. ACCEPTED AND AGREED WITHOUT CHANGE Name Company Company ID ID / Passport / SSN Address Phone Number : : : : : : Email Address Commissionable Signature : : : _____________________________________ Name Company Company ID ID / Passport / SSN Address Phone Number Email Address Commissionable Signature : : : : : : : : : _____________________________________ Name Company Company ID ID / Passport / SSN Address Phone Number Email Address : : : : : : : Commissionable Signature : : ____________________________________ Page 3 of 4 ________ ________ _________ ___________ __________ .

Name Company Company ID ID / Passport / SSN Address Phone Number Email Address : : : : : : : Commissionable Signature Name Company Company ID ID / Passport / SSN Address Phone Number : : _____________________________________ : : : : : : Email Address Commissionable Signature : : : ____________________________________ Page 4 of 4 ________ ________ _________ ___________ __________ .

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