Non-Circumvention, Non-Disclosure and Working Agreement

20 April 2020
NON-CIRCUMVENTION, NON-DISCLOSURE AND 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 to mutually
and voluntarily agree as follows:
1. The parties hereto and/or their affiliates, which includes, but is not limited to, any licensors, contractors,
suppliers, manufacturers, producers, wholesalers, retailers, customers, clients, financial sources,
representatives, agents or consultants, 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.
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 an expressed written permission of and by the Party whom
made the source available.
2. 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, data and proprietary information
established are not altered.
3. The Parties shall not disclose any contact revealed by either Party to any third Parties as they fully
recognize such information and contact(s) of the respective Party, and shall not enter into direct and/or
indirect offers, negotiations and/or transaction with such contacts revealed by the other Party who made
the contact(s) available.
4. 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 lieu of the recovery of such compensation.
5. All considerations, benefits, bonuses, participation, fees, and/or commissions received as a result of the
contributions of the Parties to this agreement, relating to any and all transactions shall be allocated and
distributed as mutually agreed. Specific arrangements, for each transaction shall be made available
and/or submitted to the recipient on the very day due and payable as per each and every transaction,
unless otherwise agreed.
6. This agreement is valid for ten (10) years from the date of signature, for any and all transactions between
the Parties therein, with renewal to be agreed upon between the signatories.
Page 1 of 3
20 April 2020
7. 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 institution of the International Chamber of Commerce. Any decision and/or award made by
the arbitrators shall be final, conclusive and binding for the Parties and enforceable in the Court of Law
in the Country of choice of an award by the arbitrators.
8. 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, i.e., 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.
9. Signature of 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.
10. All signatories hereto 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.
11. The purpose of this instrument is to establish an internationally recognized Non-Circumvention, Non-
Disclosure, and Working Agreement between the participating Parties. This and future transactions shall
be conducted under the guidelines of the International Chamber of Commerce.
This agreement may be signed in one or more counterparts and the Parties agree that electronic or facsimile
copies of this Agreement to be considered as a legal original and signatures thereon shall be legal and
binding.
ICC (INTERNATIONAL CHAMBER OF COMMERCE) - https://iccwbo.org
INCOTERMS 2010 - INCOTERMS ARE STANDARD TRADE DEFINITIONS MOST COMMONLY USED IN
INTERNATIONAL SALES CONTRACTS. https://iccwbo.org/resources-for-business/incoterms-
rules/incoterms-rules-2010/
Page 2 of 3

Non-Circumvention, Non-Disclosure and Working Agreement

Uploaded by

Copyright:

Available Formats

Non-Circumvention, Non-Disclosure and Working Agreement

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Non-Circumvention, Non-Disclosure and Working Agreement

Uploaded by

Copyright:

Available Formats

20 April 2020

NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT

ICC (INTERNATIONAL CHAMBER OF COMMERCE) - https://iccwbo.org

You might also like