Non-Circumvention, Non-Disclosure and Working Agreement

19 January 2021
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.
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6. This agreement is valid for five 5 years from the date of signature, for any and all transactions between
the Parties therein, with renewal to be agreed upon between the signatories.
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 losses 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.
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Between: BUYER
Full Name/ Title:

Corporation:
Address:
Tel/ Mobile:
E-mail address:
Passport Number:
Signature/seal/passport:
3
And: BUYER MANDATE
Full Name/ Title:

Corporation:
Address:
Tel/ Mobile:
E-mail address:
Passport Number:
4
And: BUYER INTERMEDIARY
Full Name/ Title:

Corporation:
Address:
Tel/ Mobile:
E-mail address:
Passport Number:
5
And: SELLER INTEMEDIARY
Full Name/ Title:

Corporation:
Address:
Tel/ Mobile:
E-mail address:
Passport Number:
6
And: SELLER MANDATE
Full Name/ Title:

Corporation:
Address:
Tel/ Mobile:
E-mail address:
Passport Number:
7
And: SELLER
Full Name/ Title:

Corporation:
Address:
Tel/ Mobile:
E-mail address:
Passport Number:

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19 January 2021

NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT

Full Name/ Title:

Full Name/ Title:

Full Name/ Title:

Full Name/ Title:

Full Name/ Title:

Full Name/ Title:

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