Date:: International Chamber of Commerce (I.C.C.) Non - Circumvention Non-Disclosure Working Agreement (Ncnda)

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Date:

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.) NON—


CIRCUMVENTION NON—DISCLOSURE WORKING AGREEMENT (NCNDA)

This Non-Circumvention Non-Disclosure Working Agreement (hereinafter referred to as “Agreement”) is


made and entered into on the above date, by and among the undersigned parties together with their
partners, associates, employers, affiliates, subsidiaries, parent company, nominees, representatives,
employees, successors, consultants, clients and assigns (hereinafter referred to as the “Parties"),
jointly, severally, mutually and reciprocally for the terms and conditions expressly stated and agreed in
this Agreement, and such assignment may be referenced from time to time in any document(s) or
agreement(s) related to the Project Transaction (as defined below).

The terms and conditions of this Agreement apply to any exchange of information in writing by and between
the Parties, including but not limited to financial information, personal or corporate names, contracts initiated
by or involving the Parties for all business transactions along with any addition, renewal, extension,
amendment, re-negotiation or new agreement (hereinafter referred to as the “Project Transaction").

WHEREAS:

A. The Parties wish to enter into this Agreement to define certain parameters of the future legal
obligations, are bound by a duty of confidentiality, concerning their sources and contacts. This
Agreement is made under the International Chamber of Commerce (I.C.C. 500).

B. The Parties wish to enter into a working business relationship for the mutual and common benefit of
the Parties.

NOW, THEREFORE, in consideration of the mutual promises, assertions and covenants herein and other
good and valuable considerations, the Parties hereby agree as follows:

TERMS AND CONDITIONS:

1. The Parties intending to be legally bound, irrevocably agree, and guarantee each other, that they shall
not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, bypass or obviate
each other’s interest or the interest or relationship between the Parties with the producers, sellers,
buyers, brokers, dealers, distributors, refiners, shippers, financial institutions, technology owners or
manufacturers, to change, increase or avoid directly or indirectly payment of established fees,
commissions or continuance of pre-established relationship, intervene in any relationship with
manufacturers or technology owners with intermediaries, entrepreneurs, legal counsel or initiate
buy/sell relationships or transactional relationships that bypass one of the Parties with any
corporation, producer, partnership or individual revealed by one of the Parties with any corporation,
producer, partnership or individual revealed or introduced by one of the Parties to one another in
connection with any ongoing or future Project Transaction.

2. The parties will not in any manner solicit nor accept any business in any manner from sources or their
affiliates, which sources were made available through this Agreement, without the written permission
by the Party’s providing such sources.

3. The Parties further undertake not to enter into any 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 such Party(s) to do so. For the safe 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.

A. Furthermore, the Parties irrevocably agree that they shall not disclose or otherwise reveal
directly or indirectly to any third party any confidential information provided by one Party to the
other or otherwise acquired, particularly, contract terms, product information or manufacturing

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processes, prices, fees, financing arrangements, schedules and any information concerning the
identity of the sellers, producers, buyers, lenders, borrowers, brokers, distributors, refiners,
manufacturers, technology owners or their representatives and specific individual names,
addresses, principals, or telex/fax/telephones numbers, email addresses, references, product or
technology information, advised by Party(s) to another as being confidential or privileged,
without the prior specific written consent of the Party’s providing such information.

4. This Agreement shall be valid for a minimum period of 2 (two) years from the date of this Agreement;
with additional 2 (two) years automatic roll-over renewals at the close of each Project Transaction or
exchange of information, and thereafter at the end of any roll-over period, without the need of
advisement, 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.

5. In the event of any breach by either Party of any condition herein mentioned and/or in any other
agreement entered into by the Parties, directly or indirectly, the circumvented Party shall be entitled to
a legal monetary penalty equal to the maximum service, it should realize from such Project
Transaction plus all expenses, including but not limited to all legal costs and expenses incurred to
recover the lost revenue. This Agreement is valid for each Project Transaction between the Parties
herein and shall be governed by the enforceable law in Malaysian courts, Canadian courts, USA
courts, English courts, European Courts or under Swiss Law in Zurich, in the event of a dispute, the
arbitration laws of states will apply. The signing Parties hereby accept such selected jurisdictions as
the exclusive venue.

6. Commissions, fees, compensation or remuneration to be paid as a part of any Project Transaction


covering any Parties concerned and shall be paid at the times such contracts designated, concluded
or monies changing hands between buyers and sellers, unless otherwise agreed among the Parties.
The Parties hereby irrevocably and unconditionally agree and guarantee to honor and respect all
such fees or remuneration arrangements made as part of any commission.

7. The parties mutually recognize that in the Project Transactions involved in the business between
them or others referred by them, regardless if on a project to project basis, each may learn from each
other, (including associates), the identity, address, telephone, facsimile, email, telex numbers of
clients, customers, suppliers, brokers, agents, buyers, hereafter shall be referred to as
“CONFIDENTIAL SOURCE” with the other Party has acquired by substantial investment in time,
expense and effort.

8. The term of this Agreement shall extend throughout the life of the current contemplated Project
Transactions and contracts, additions, renewals, extensions, rollovers, amendments, re-
negotiations, new contracts or third- party assignments, re-negotiations, new contracts.

9. The Parties agree that the structures will be agreed to in writing before the closing of all Project
Transactions.

10. This Agreement will cover all international Project Transactions including buying and selling,
import/export that will be celebrated during the term of this Agreement including merchandise,
commodities as well as goods and services.

11. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors, heirs,
survivors assign and personal representatives.

12. The undersigned Parties and its associates, agents, brokers, etc. declare that are acting on behalf
of the manufacturers, sellers, or representatives thereof, on one side and the other side between
buyers, distributors, dealers, representatives thereof or other entities called to provide the goods
and services, products, merchandise and commodities included in this Agreement on attached
exhibits, amendments, annexed, including transportation companies such as freight carriers,
maritime freight companies, railroad companies, airlines, and affiliates will be responsible to perform
all services but decline all responsibilities as a result from delays, strikes, quarantines, earthquake,

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hurricane, tornados, sinking, grounding, flooding, damage, accident or any other irregularity during
the shipment of products, merchandise or commodities specified on this Agreement while these
are motivated by third parties or persons beyond our control.

13. The Parties agree that the signed facsimile or scanned copies of this Agreement shall be
enforceable and binding as the signed original.

14. This Agreement is made under the International Chamber of Commerce (I.C.C. 500).

In witness whereof, the Parties hereto have executed and delivered these covenants by mutual agreement
on the day and year first written above all faxes, mails and emails are considered original, legal, and
binding.

Each representative signing below avows that he/she is duly empowered by his/her respectively named
company to bind it to the commitments and obligations contained herein.

AGREEMENT TO TERMS:

A. Signatures of this Agreement received by the way of facsimile, mail and/or email shall be
deemed to be an executed contract. Agreement enforceable and admissible for all purposes
as may be necessary under the terms of the Agreement.

B. All signatures hereto acknowledge that they have read this Agreement and by their initials
and signature that they have complete authority to execute the document for and in the name
of the party for which they have given their signature.

C. If any term, provision, covenant or restriction contained in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining of the terms,
provision, covenants and restrictions of this Agreement shall remain in full force and effect
and shall in no way be deemed affected, impaired or invalidated.

D. This Agreement may not be amended or waived, in whole or in part, except with the written
consent of the Party against whom such amendment or waiver is sought to be enforced.

E. This Agreement constitutes the entire agreement and understanding between the parties to
this Agreement and supersedes all prior and contemporaneous negotiations and
understandings between the parties whether oral or written, expressed or implied.

{Signature page to follow}

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Between: Party 1 of 6

Full Name/ Title:


Passport or NRIC #:
Corporation:
Registration No:
Address:
Tel/ Mobile
E-mail address:

Signature & Company Stamp/Seal

And: Party 2 of 6
Full Name/ Title:
Passport or NRIC #:
Corporation:
Registration No:
Address:
Tel/ Mobile
E-mail address:

Signature & Company Stamp/Seal

And: Party 3 of 6
Full Name/ Title:

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Passport or NRIC #:
Corporation:
Registration No:
Address:
Tel/ Mobile
E-mail address:

Signature & Company Stamp/Seal

And: Party 4 of 6
Full Name/ Title:
Passport or NRIC #:
Corporation:
Registration No:
Address:
Tel/ Mobile
E-mail address:

Signature & Company Stamp/Seal

And: Party 5 of 6
Full Name/ Title:
Passport or NRIC #:
Corporation:
Registration No:
Address:
Tel/ Mobile
E-mail address:

Signature & Company Stamp/Seal

And: Party 6 of 6

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Full Name/ Title:
Passport or NRIC #:
Corporation:
Registration No:
Address:
Tel/ Mobile
E-mail address:

Signature & Company Stamp/Seal

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