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NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT This Non-Disclosure and Non-Circumvention Agreement (the Agreement) is made and entered into

this _______ day of ________________, 2011, by and between Component Housing Systems, USA, Inc. (herein CHS-USA, and/or The Company), with offices at 6400 Garfield Ave., Bell Gardens, CA 90201; and a party and or corporation, with their place of business at (herein Recipient).

WHEREAS, the parties hereto desire to engage in discussions and negotiations in which the Company may disclose, in writing, visually, or orally, to Recipient, certain confidential and proprietary information regarding the present and intended business of the Company as well as other certain confidential information regarding the Companys relationships with various technologies, know-how, builder and building resources, third party entities and or projects globally; and WHEREAS, Recipient is desirous of exploring a business relationship with the Company whereby the parties will derive mutual economic benefit from one or more potential business transactions involving CHS or any of CHS Clients, Projects or Intellectual Property (hereinafter referred to as a Business Transaction); and WHEREAS, Recipient desires, and deems it necessary, to receive certain confidential and proprietary information from the Company (hereinafter referred to as Private Data and/or Copyrighted Materials) solely for his investor(s) for the stated purpose of conducting a due diligence assessment of the Companys Private Data and Copyrighted Material in order to ascertain the potential business prospects for possible Product, Project and technology development brought forth for CHS Intellectual Property prior to consummating any such Business Transaction; and WHEREAS, the Company is willing to furnish such Private Data, and Intellectual Property, Copyrighted Materials for his projects, and know-how, and from time to time, subject to the terms and conditions of this Agreement, in reliance upon Recipients promise to work in good faith towards the consummation of such Business Transaction(s); NOW, THEREFORE, in consideration of the recitals above and of the mutual covenants and conditions herein contained, which the parties acknowledge is adequate, the parties hereby agree as follows: 1. CHS understands that Recipient may have a history of comparative work in related fields and as such only for the data conveyed from CHS for Recipient due diligence and review for the proposed business endeavors and financial transactions will be held in confidence and confidential manner by Recipient within the terms set forth below. Hence, the Private Data to be and copyrighted material furnished by the Company to Recipient shall, at all times, be deemed to be confidential, privileged, proprietary and valuable property of the Company. Unauthorized disclosure of all or any part of such Private Data and

Copyrighted Material, even without intent to harm, could cause substantial and irreparable damage to CHS and CHS business partners and or colleagues in trade. Accordingly, Recipient hereby warrants that he shall, at all times, safeguard and keep confidential the Private Data and Copyrighted Materials and any and all knowledge or information that may be obtained by it or as to which it has assisted in or may assist in developing in connection with its due diligence assessment with respect to the conduct and details of the business from either CHS or CHS Business Partners and Clients with respect to the written business communications, secrets, plans, or that of any of CHS Partners or Clients, and that such Private Data, Copyrighted materials, clients and business contacts, information and knowledge will be forever held inviolate by Recipient, and be concealed from any competitor of CHS as well as all other persons not authorized under this Agreement. 2. The Private Data and Copyrighted Material shall be used for the sole purpose of conducting a due diligence assessment for a financial transaction(s) and or loan in connection with consummating any Business Transaction for Recipients client(s) as it specifically pertains to the Companys business dealings and or projects; and shall not, at any time or in any manner, be utilized for any other purpose whatsoever. In any event, no Private Data or Copyrighted Material or other information obtained by the Recipient (whether communicated verbally or in writing) shall be utilized, disclosed, revealed, or made known in any manner whatsoever that may result in harm, injury, or loss of economic opportunity to CHS as the Company, CHS Clients or Business Partners, or any or their respective shareholders, officers, employees, affiliates and/or agents. 3. Recipient acknowledges that the Private Data and Copyrighted Materials is CHS or the Companys stock-in-trade and constitutes a valuable and irreplaceable asset of the Company. Accordingly, during the term of this Agreement and thereafter in perpetuity, Recipient agrees that it will not disclose, reveal, utilize or make known any of the Private Data or Copyrighted Materials to any person and / or organization(s) not authorized herein without the prior written consent of CHS to receive CHS Data or Copyrighted Material except as may be specifically required by a court or regulatory body of competent jurisdiction (and then only after consultation with the Company). Notwithstanding the above, and only for the purpose of consummating any intended business transaction, Recipient may share the Private Data and Copyrighted Materials provided that the Recipient shall assume full responsibility for obtaining from his interested parties a Confidentiality and Non-Circumvention Agreement in order for any third party to receive the Data or Copyrighted Material, and shall undertake all appropriate measures which are necessary to ensure that the terms of this Agreement shall apply to any and all such Agents or assigns. Recipient agrees and warrants that it (including any Agents of Recipient) shall not, directly or indirectly, make any agreements (verbal, written or otherwise), contact, dealings, investments, or enter into any joint venture, merger, reorganization, vendor relationship, or other business combination or transaction, with any business contacts, customers, suppliers, affiliates, agents or representatives of the Company, or any of the CHS Clients, for which it may be entitled to receive any benefit (economic or otherwise), now or for a period of two (2) years after the date hereof, in circumvention of any existing or potential business relationship between the Company, CHS Clients and any such third parties.


5. Recipient covenants and warrants that it shall not enter into any agreement, whether verbal, written or otherwise, with any of the Companys Clients, or any other third parties made known to Recipient by the Company and/or CHS (from the furnishing of the Private Data / Copyrighted Material), from which it, or its Agents or Assigns may derive any benefit (economic or otherwise) whatsoever. 6. Except as specifically authorized in writing by the Company or CHS, Recipient will not contact, by any means whatsoever, CHS Clients or Business Partners, or any of CHS lender contacts, financiers, bankers, accountants, attorneys, employees, customers, suppliers, architects, engineers, shareholders or others who might have commercially valuable relationships with the Company, which could be impaired or compromised by such contacts, without first obtaining the written approval of the Company. 7. Upon request by Company, Recipient shall forthwith return to the Company all Private Data and Copyrighted Material and any information derived there from in any form, including all copies of working marketing materials, any notes, computer files, CAD / architectural drawings and all other recordings whether written or recorded in any electronic format or media. 8. For purposes of completing any intended Business Transaction, Recipient will be granted reasonable access to the Companys business partners, clients, officers, data and other appropriate representatives; and reasonable access to other parties deemed appropriate by the Company. 9. Recipient shall be solely responsible for its reliance upon and investigation of all Private Data and Copyrighted Material provided by the Company. Recipient expressly waives all rights of recourse against the Company, its directors, officers, affiliates, successors and agents, for Recipient's reliance thereon. No representations or warranties, either expressed or implied, shall be construed from the Private Data and or Copyrighted Material, including, but not limited to, the accuracy and completeness thereof, and Recipient covenants that it will not assert any claims or actions at law against the Company, his sources, business associates, lenders, directors, officers, affiliates, successors and agents, with respect to the Private Data and Copyrighted Material. 10. The parties agree that all facsimile signatures in connection with this Agreement, or any amendments or notification, are legal and binding, and waive any conflicts of law to the contrary. 11. Recipient represents that it has thoroughly read and understands all provisions of this Agreement and has had the opportunity to consult with its own counsel prior to entering into this Agreement. 12. If an action is commenced to enforce any of the terms of this Agreement, or because of a breach by any party of any of the terms hereof, the defaulting party shall pay to the prevailing party all costs and expenses incurred in connection with the prosecution or defense of such action, including reasonable attorneys fees and any other charges deemed reasonable by any court of competent jurisdiction.


13. It is understood between the parties that the Company and CHS has no adequate legal remedy in the event that Recipient, or any of its Agents, shall violate any provision of this Agreement, and that the Company may suffer irreparable damages as a result of such violation. Therefore, the parties agree that, in the event of any actual or threatened breach of the provisions of this Agreement, without precluding the Company from pursuing any other rights and remedies at law or in equity which the Company may have, the Company shall be entitled to an immediate injunction by a competent court of equity enjoining and restraining Recipient and his Client and each and every other party or person concerned, from continuance of such acts as well as an equitable accounting of all earnings, profits and other benefits arising from such violation and Recipient shall be liable to reimburse the Company in full for any attorney's fees and expenses incurred in enforcing this Agreement. 14. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, and with venue resting in Los Angeles County, irrespective of the fact that any party hereto is now or may hereafter become, a resident of, or domiciled in, another state or territory. The language used in this Agreement shall be deemed to be language chosen by both parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to any terms or conditions hereof. 15. This Agreement may be amended only in writing, signed by the parties hereto. 16. This Agreement sets forth the entire agreement and understanding of the parties concerning the subject matter hereof, and no representation, promise, inducement or statement of intention not set forth in this Agreement has been made by or on behalf of either party hereto. 17. The restrictions and obligations of this Agreement shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind the parties and their successors, heirs and assigns. 18. The waiver by the Company of any provision of this Agreement will not operate or be construed to be a waiver of any subsequent breach. No delay on the part of the Company in exercising any rights hereunder or failure to exercise the same will operate as a waiver of such rights. 19. The rights and remedies of the parties provided for in this Agreement will be cumulative and will be in addition to all rights and remedies otherwise available under this Agreement, any other agreement between the parties or under applicable law. 20. The parties intend that the provisions of this Agreement will be enforceable to the fullest extent permitted by law. If any provision of this Agreement or the application thereof to any person or circumstance is, to any extent, construed to be illegal, invalid or unenforceable, in whole or in part, then such provision will be construed in a manner so as to permit its enforceability under the applicable law to the fullest extent permitted by law. In addition, if any one or more of the provisions of this Agreement, is for any reason, held to be excessively broad as to time, duration, geographical scope, activity or subject, it will be construed by limiting and reducing it so as to be enforceable to the extent compatible with 4

applicable law as it shall then appear. In any case, the remaining provisions, covenants and remedies of this Agreement or the application thereof to any person or circumstance, except those that have been held illegal, invalid or unenforceable, will remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused their respective legal representatives to execute this Agreement as of the date first written above. FOR: Recipient Company Name CHS, USA, Inc. FOR: Mr. Borges

Mr. / Ms.