NCNDA Draft

NON-CIRCUMVENTION, NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT
This agreement is entered into as of the 7th of July, 2019, is for the business and
commercial transaction cited below and arrangement of Non-Circumvention of
relevant signatories listed in the signature section hereinafter, called “The Parties.”
The Parties agree to respect the integrity and tangible value of this agreement
between them.
 Whereas, each signatory party possesses certain information, not known by

any other Party.
 Whereas, The Parties are initially desirous of conducting various business
transactions with any third Party introduced by other Party to this agreement,
for the mutual benefit of all Parties and
 Whereas, the undersigned desire to enter a working business relationship
regarding the purchase of D2 Diesel Fuel to the mutual and common benefit of
the parties hereto, including their affiliates, subsidiaries, stockholders, partners,
co-ventures, trading partners, and other associated organizations (hereinafter
referred to as “Affiliates”).
The undersigned parties agree, in consideration of the foregoing premise to abide by

the following terms and conditions:
1. Non-Circumvention: Each Party agrees not to directly or indirectly contact,

deal with, transact, or otherwise be involved in any co-operation, partnership,
proprietorships, trust, individuals, or other entities introduced by either Party
without the specific written permission of the introducing Party. Each Party
agrees not to directly or indirectly circumvent, avoid or bypass each other
regarding any renewals, co-operation, partnerships, proprietorships, trusts, or
other entities introduced by either Party.
2. Non-Disclosure: each Party agrees not to disclose or otherwise reveal to any

third Party the identities, addresses, telephone numbers, facsimile numbers,
E-mail addresses, telex numbers, bank codes, account numbers, financial
reference, or information on any other entities provided/ introduced by either
Party to a third party without the specific written permission of the introducing
Party.
3. Term: This agreement is valid for two (2) years from the date of signing this
agreement.
4. Parties bound by this agreement: This agreement shall be binding upon all
undersigned Parties and their heirs, successors, associates, affiliates and
assigns. Each Party shall take reasonable steps to ensure their Employees,
Agents, Representatives, Officers, Independent Contractors, Shareholders,
Principals and other third Parties abide by the provisions of this agreement.
5. Language & Calendar: The language in all the agreement shall be in all cases
constructed simply according to its fair meaning and not strictly for or against
the Parties and would be in English language and Georgian Calendar.
6. Severability: Should any portion of this Agreement be declared invalid or

unenforceable, then such portion shall be deemed to be severable from this
agreement and shall not affect the remainder of this agreement.
7. Integration: This agreement constitutes the entire Non-Circumvention, Non-

Disclosure & Confidentiality Agreement between the Parties and supersedes
all prior discussion, negotiations and agreements, whether oral or written. The
Parties further agree that this agreement constitutes the complete, total and
exclusive statement of its terms and that no extrinsic evidence whatsoever may
be introduced in any judicial or arbitration proceeding involving this agreement.
8. Amendments: Any change or amendment to this agreement, including oral

modification supported by new consideration, must be reduced to writing and
signed by all Parties before it can be effective.
9. Waiver: One or more waivers, omission or default by any covenant, terms or

condition of this agreement by any party shall not be considered to be waiver
of consent or approval of said Party of any subsequent or similar acts or
omission and neither Party involved in the agreement waives their right to bring
suit if the other breaches this contract.
10. Arbitration: Any controversy or claim arising out of this agreement which is
not settled between the parties themselves, shall be settled by arbitration in
accordance with the International Chamber of Commerce (ICC) rules of
arbitration at the nearest ICC location under the laws binding for all
undersigned parties and their associates, affiliated, employees, agents
holders, principals, heirs, successors, assigns and other third parties.
11. Attorney’s Fees: If any party files any action or brings any proceeding against
other arising from this agreement, or is made a party to any action or
proceeding arising from this agreement, the prevailing Party shall be entitled
to recover as an element of their cost to suit and not as damages reasonable
attorney’s fees to be fixed by the court, arbitrator or adjudicative authority.
12. Notice: Notice shall be considered to have been given if the notices, demands,
or requests given by the Parties are transmitted by courier, tele-copier, email
or other means of transmission with return confirmation requested, postage
prepaid, to the other Party at the last facsimile number, e-mail ID or address
the Party has designated by notice her in.
13. Relationship: The Parties hereto shall not be deemed to be Partners or Joint
Ventures and no Party shall be liable for any other Party’s commitments or
liabilities resulting from execution of this agreement.
14. Force and effect of Document: The Parties hereby agree that the signed
telefax or other facsimile/e-mail attachment copy of this agreement shall have
the same force and effect and as the original of this document.
IN WITNESS WHEREOF, the Parties hereto execute this Agreement by their

authorized document.
Signatures:
Name:
Address:
Signature:
Date:
Name:
Address:
Signature:
Date:

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NON-CIRCUMVENTION, NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

 Whereas, each signatory party possesses certain information, not known by

The undersigned parties agree, in consideration of the foregoing premise to abide by

1. Non-Circumvention: Each Party agrees not to directly or indirectly contact,

2. Non-Disclosure: each Party agrees not to disclose or otherwise reveal to any

6. Severability: Should any portion of this Agreement be declared invalid or

7. Integration: This agreement constitutes the entire Non-Circumvention, Non-

8. Amendments: Any change or amendment to this agreement, including oral

9. Waiver: One or more waivers, omission or default by any covenant, terms or

IN WITNESS WHEREOF, the Parties hereto execute this Agreement by their

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