Non-Circumvention, Non-Disclosure & Working Agreement (Ncnda)

NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT
(NCNDA)
This Non-Circumvention Non-Disclosure Agreement (the “Agreement”) is entered into and

made effective as
June 11, 2021(Effective Date) by and between the undersigned parties. Parties are entering
into this Agreement on its own behalf and on behalf of its partners, shareholders, members,
managers, directors, principals, employees, successors and assigns as maybe applicable.
Parties may each be referred to as a “Party,” and may be referred to collectively as the
“Parties.” Each Party may also be a disclosure and/or a recipient of Confidential Information
(as defined below) and, consequently, each Party may also be referred to as a “Disclosure”
or as a “Recipient.”The subject matter that it relates to is the supply of REFIND
SUNFLOWER OIL TO. For a quantity 500 tones to Decotra Joint Stock Company. ŞTİ.,CIF
ASWP.Therefore, in consideration of the mutual promises and covenants contained in this
Agreement, and other good and valuable consideration the parties hereto agree as follows:
Whereas, the undersigned parties wish to enter into this Agreement to define certain
parameters of their future legal obligations and are bound by a duty of confidentiality and
non-circumvention with respect to their sources and contacts. The undersigned desire to
enter into a working business relationship involving Personal Protective Equipment (PPE) to
the mutual benefit of all parties. This NCND Agreement is restricted to Personal Protective
Equipment (PPE):
This agreement is made and entered into on this date, shall obligate the undersigned
parties and their partners, associates, employers, employees, affiliates, subsidiaries, parent
companies ,any nominees, representatives, successors, clients and assigns hereinafter
referred to as “The Parties” jointly severally, mutually and reciprocally for the terms and
conditions expressly state and agree to below, and that this agreement may be referenced
from time to time in any document(s),or written agreements, the terms and conditions of this
agreement shall apply to any exchange of information written or oral involving financial
information, personal or corporate names, contracts initiate by or involving the parties and
any addition, renewal, extension, rollover amendment, renegotiations or new agreement
hereinafter referred to as “The Transaction”(Project/Transaction) for the purchase of all
commodities, products, and equipment.
NOW, THEREFORE IT IS AGREED:
AGREEMENT NOT TO DEAL WITHOUT CONSENT: The intending parties here by legally,
and irrevocably bind themselves to guarantee to each other that they shall not directly or
indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each
other’s interest or the interest or relationship between “The Parties” with procedures,
sellers, buyers, brokers, dealers, distributors, refiners, shippers, financial instructions,
technology owners or manufacturers, to change ,increase or avoid directly or indirectly
payments of established or agreed fees, commissions, or continuance of pre-established
relationship or intervene in un-contracted relationship with manufacturers or technology
owners with intermediaries, entrepreneurs, legal counsel or initiate buy/sell relationships or
transactional relationship that by-passes one of “The Parties” with any Corporation,
producer, technology owner, partnership, or individual revealed or introduced by one of
“The Parties” to one another in connection with any ongoing and future transaction or
project.
NCNDA Page 1of6
AGREEMENTNOTTODISCLOSE: “The Parties” irrevocably agree that they shall not
disclose or otherwise reveal directly or indirectly, to a third party, any confidential
information provided by one party to the other, or otherwise acquired, particularly contract
terms, product information or processes, prices, fees, financial agreements, schedules and
information concerning the identity of the sellers, producers, buyers, lenders, borrowers,
brokers, distributors, refiners, manufacturers, technology owners, or their representative
and specific individuals names, addresses, principals, or telex/fax/telephone numbers,
email addresses, references, product or technology information and/or other information
advised by one party(s) to another as being confidential or privileged, without prior specific
written consent of the party(s) providing such information.
AGREEMENT TOINFORM: In specific deals where one of “The Parties” acting as an agent
allows the buyers or buyer’s mandate, and the seller to deal directly with one another, the
agent shall be informed of the development of the transactions made between the buyer or
buyer’s mandate and the seller.
TERM: This agreement shall be valid for three (3) years commencing from the date of this
agreement; with additional two(2) years automatic roll-over renewals at the close of each
transaction or exchange of information and therefore at the end of any roll-over period,
without the need of advertisement, unless mutually agreed in writing to be terminated by all
“The Parties” which termination can occur only at the end of any roll-over period.
Party “Decotra Joint Stock Company.” from Republic of Vietnam and Party “TOV-
VOSTOK AGRO PARTS” from Ukraine can’t do any business without knowing “Aspire
Design Consultant Ltd.”. If they do Aspire DCL will take legal action as mentioned
this NCNDA.
FEES / COMMISSIONS:
This FEES / Commission will be settled by the depository escrow platform of the total value
of the purchase and will be recognized by NCNDA/IMPFA document, accepted by the buyer
and deposited together with the contract on the escrow platform which will give
acknowledgement of receipt by signature and seal. It will not take effect until the final
contract is formally executed.
The payment or settlement of these fees or commissions will be made by electronic transfer
to the account established for this purpose, and for each transaction, to each of the
beneficiaries listed in the document NCNDA/IMPFA Mod. ICC 400/500/600
BREACHOFTHISAGREEMENT: In the event of breach of the herein mentioned and

agreed agreement’s statements by any member of “The Parties”, directly or indirectly, the
circumvented party shall be entitled to a legal monetary penalty equal to the maximum
service it was entitled from such transaction plus any and all expenses, including but not
limited to all legal costs and expenses incurred to recover the lost revenue.
ARBITRATION: All disputes arising out of or in connection with the present contract shall
be finally settled under the ICC ARBITRATION RULES” OR under the Dispute Resolution
Rules of Victoria, Australia by one or more “Arbitrators” appointed in accordance with the
said rules. Every award shall be binding on “The Parties” and enforceable at law. By
submitting the dispute to arbitration under these rules, “The Parties” undertake to carry out
any award without delay and shall be deemed to have waived their right to any form of
recourse insofar as such waiver can validly be made. Each of “The Parties” subject to the
declared breach shall be responsible for their own legal expenses until an award is given or
NCNDA Page 2of6
settlement is reached, provided however, “That Party” found in default by “The Arbitrator(s)”
shall compensate in full the aggrieved party its heirs, assignees and/or designs for the total
remuneration received as a result of business conducted with “The Parties” covered by this
agreement, plus all its arbitration costs, legal expenses and other charges and damages
deemed fair by “The Arbitrator(s)” for bank, lending institutions, corporations, organizations,
individuals, lenders, or borrowers, buyers or sellers that were introduced by the named
party, not withstanding any other provisions of the award.
FORCEMAJEURE: A party shall not be considered or adjudged to be in violation of this
agreement when the violation is due to circumstances beyond its control, including but not
limited to act of God, civil disturbances and theft or appropriation of the privileged
information or contract(s) without the intervention or assistance of one or more of “The
Parties”.
ENTITIES OWNED OR CONTROLLED: This agreement shall be binding upon all entities
owned or controlled by a party and upon the principal(s), employee(s), assignee(s), family
and heirs of each party. Neither party shall have the right to assign this agreement without
the express written consent of the other.
AGREEMENT NOT TO CIRCUMVENT: “The Parties” agree not to circumvent or attempt to

circumvent this agreement in an effort to gain fees, commissions, remunerations or
considerations to the benefit of the one or more if “The Parties” while excluding other or
agree to benefit to any other party.
NOT PARTNERSHIP AGREEMENT: This agreement in no way shall be construed as being

an agreement of partnership and none of “The Parties” shall have any claim against any
separate dealing, venture or assets of any other party or shall any party be liable for any
other.
TRANSMISSION OF THIS AGREEMENT: The transmission of this agreement through

Tele-fax, E-mail, Facsimile or any similar programs, shall be legal and binding.
AGREE AND ATTESTED: Each representative signing below guarantees that he/she is
duly empowered in his/her own right or by his/her respectively named company to enter into
and be bound by the commitments and obligations contained herein either as individual,
corporate body or on behalf of a corporate body.
The documents which will follow this agreement like contract terms and conditions, banking
details or pre-advised payment instruments and/or any information contained in such
documents will not be passed, under any circumstance, onto another intermediary or broker
or trader or whatever company or private persons who are not end buyers or end suppliers
without prior specific written consent of the party(s) providing such information.
NCNDA Page 3of6

PARTICULARS PRINCIPAL BUYER
COMPANY NAME: DECOTRA JOINT STOCK COMPANY
REPRESENTED BY:
TITLE:
PASSPORT NO:
NATIONALITY:
ADDRESS:
PHONE NUMBER:
E-MAIL:
DATE:
SIGNATURE, SEAL &

PASSPORT:
NCNDA Page 4of6

PARTICULARS PRINCIPAL SELLER
COMPANY NAME:
REPRESENTED BY:
TITLE:
PASSPORT NO:
NATIONALITY:
ADDRESS:
PHONE NUMBER:
E-MAIL:
DATE:
SIGNATURE, SEAL &

PASSPORT:
PARTICULARS PRINCIPAL VENDOR

COMPANY NAME:
REPRESENTED BY:
TITLE:
PASSPORT NO:
NATIONALITY:
ADDRESS:
PHONE NUMBER:
E-MAIL:
DATE:
SIGNATURE, SEAL &

PASSPORT:
NCNDA Page 5of6

PARTICULARS INTERMEDIATE 1
COMPANY NAME:
REPRESENTED BY:
TITLE:
PASSPORT NO:
NATIONALITY:
ADDRESS:
PHONE NUMBER:
E-MAIL:
DATE:
SIGNATURE, SEAL &

PASSPORT:
**** End Of Document ****
NCNDA Page 6of6

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NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT

This Non-Circumvention Non-Disclosure Agreement (the “Agreement”) is entered into and

NOW, THEREFORE IT IS AGREED:

BREACHOFTHISAGREEMENT: In the event of breach of the herein mentioned and

AGREEMENT NOT TO CIRCUMVENT: “The Parties” agree not to circumvent or attempt to

NOT PARTNERSHIP AGREEMENT: This agreement in no way shall be construed as being

TRANSMISSION OF THIS AGREEMENT: The transmission of this agreement through

NCNDA Page 3of6

SIGNATURE, SEAL &

NCNDA Page 4of6

SIGNATURE, SEAL &

PARTICULARS PRINCIPAL VENDOR

SIGNATURE, SEAL &

NCNDA Page 5of6

SIGNATURE, SEAL &

End Of Document

NCNDA Page 6of6

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