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INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.) NON-CIRCUMVENTION,
NON-DISCLOSURE & 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 do 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.
2. 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 and expressed written permission of and by the Party whom made the source available.
3. 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, dates and proprietary information established are not altered.
4. 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 transactions with such contacts revealed by the other party who made the contact(s) available.
5. 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 the recovery of such compensation.
6. In the event of circumvention by either Party, directly or indirectly, the circumvented Party shall be entitled to a legal monetary penalty equal to the value of the commission for the transaction and the benefits derived thereof, whichever is higher, without any protest or litigation plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.
7. This Agreement is valid for five (5) years from the date of the signature, for any and all transactions between the parties therein, with renewal to be agreed upon between the signatories.
NON-CIRCUMVENTION, NON-DISCLOSURE AGREEMENT
8. This Agreement is valid for any and all transactions between the Parties herein and shall be governed by the English Law and in English language. 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 International Chamber of Commerce, the venue being London, England or Switzerland, Germany, The United States, France, Canada. Any decision and/or award made by the arbitrators shall be final, conclusive and binding for the Parties and enforceable in any Court of Law.
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.
a) The non-circumvention damages, 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.
10. Signature to 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 herein 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. All signatories herein further acknowledge that by their electronic signatures, 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.
13. The purpose of this instrument is to establish an internationally recognized Non-Circumvention, Non-Disclosure Agreement between the participating Parties. This Agreement may be electronically signed and to be considered as a legal and electronic signatures thereon shall be legal and binding.
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