Non-Circumvention, Non-Disclosure & Working Agreement
Non-Circumvention, Non-Disclosure & Working Agreement
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 bound by a duty of Confidentiality with respect to their
sources and contacts.
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 hereby agree as follows:
A) The parties will not in any manner, solicit, nor accept any business in any manner from
sources not their Affiliates, which sources were made available through this agreement,
without the express permission of the party who made available the source and,
B) The parties will maintain complete confidentially regarding each other business sources
and/or their Affiliates and will disclose such business sources only to named parties
pursuant to the express written permission of this party who made available the source,
and,
C) 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 and,
D) That they will not disclose names, addresses, email address, telephone and telefax or
telex numbers to any contacts by either party to third parties and that they each
recognize such contacts as the exclusive property of the respective parties and that they
will not enter into any direct negotiations or transactions with such contacts revealed
by the other party and,
E) That they further undertake not to enter into business transaction with banks, investors,
sources of funds or other bodies, the names of which have been provided by one of the
parties to this agreement, unless written permission has been obtained from the
other party(s) to do so. For the sake of this agreement, it does not matter whether
information obtained from a natural or a legal person. The parties also undertake not
to make use of a third party to circumvent this clause.
Transaction Agreement
H) This Agreement is valid for any and all transactions between the parties herein
and shall be governed by the enforceable law in Dutch Court, in the event of
dispute, the arbitration laws of The Haya will apply.
I) The signing parties hereby accept such selected jurisdiction as the exclusive
venue.
The duration of the Agreement shall perpetuate for five (5) years from
the date hereof.
2. AGREEMENT TO TERMS
B) 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.
First Party
Second Party
Transaction Agreement