NON - CIRCUMVENTION

AND
NON - DISCLOSURE AGREEMENT

BETWEEN

XXXXX

YYYYY

ZZZZZZ

AAAAAA
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CONFIDENTIAL

REFERENCE:

This agreement dated the ____________ day of ______________ 2024,

is made between

“A” ON THE FIRST PART

Mr. XXXXXX
Passport No.
Cell: +
Email:

“B” ON THE SECOND PART

Mr. YYYYY
NRC No.
Cell: +
Email:

“C” ON THE THIRD PART

Mr. ZZZZZ
NRC No.
Cell: +
Email:

“D” ON THE FOURTH PART

Mr. AAAAA
NRC No.
Cell: +
Email:

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CONFIDENTIAL
WHEREBY:

1. We the undersigned parties, fully recognizing and intending that we create relations that are
legally binding and for good and valuable consideration, the receipt of which is hereby
acknowledged and for consideration that one or more of us have or will have in the future
regarding principals and parties who may advise, counsel, assist, negotiate and/or conclude
some type of business transaction or any other programmes with one or more of us, with full
individual and corporate responsibility, hereby covenant and irrevocably agree that none of us
will not disclose any information concerning the other party to any third party nor will we
CIRCUMVENT, OBVIATE or BYPASS the other directly or indirectly; present or future,
with any such parties or party so introduced to the other hereof.

2. By way of illustration but not by way of limitation, each of us understand and agree that
Non-circumvention in this agreement means that none of us singularly or in combination
with any third party will ever without prior knowledge, consent and co-operation of the
Other party, approach, contact or solicit, discuss or negotiate with Such parties regarding
any understanding, agreement, undertaking or act by which profit, pay commission, in-
come or other benefits would or might possibly result or accrue to anyone whomsoever,
nor shall he/she permit anyone else on their behalf to perform any of the above acts of
circumvention.

3. The term “Such Party or Parties” includes but shall not by any way of limitation include any
person or entity (Corporations, Associations, NGOs or combines and his Alter Egos,
Successors, Assignees, Substitutes, Principals and Agents) who or which obtain his/her or its
transaction through us, the principals or any of us.

4. This agreement shall be binding through each of us, on all persons or entities with which any
of us have non-circumvention agreements and all others whom we can prevent legally or by
persuasion from circumventing the others of us.

5. It is understood and agreed that should any one of us disclose any information on to any
third party or cause or permit the circumvention to any one or more of us, then in that
event, the party or parties (the principals) circumvented shall be entitled to all income,
commissions, profits, pay benefits or other thing of value to which the principal committing
or permitting such circumvention is or may be entitled to by reason of or through any
transaction conducted or concluded through, by or under such circumvention.

6. 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 manufacturing process,
prices, fees, financial agreement, schedules and information concerning the identity of the
sellers, producers, buyers, lenders, borrowers, brokers, distributors, refiners, manufacturers,
technology owners, or their representative and specifically individual names, addresses,
principals, contact

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CONFIDENTIAL

numbers, references product or technology information and/or other information advised by one
party(s) to one another as being confidential or privileged without prior consent of the party(s)
providing such information. The signatories hereby confirm that the identities of the
institutions, corporations, donors, individuals and/or trusts, lenders or borrowers, buyers or
sellers or other parties are currently the property of introducing signatories and shall remain so
for the duration of this agreement.

7. Commissions, fees, compensation or remuneration to be paid as part of transaction covering The

Parties to this agreement, shall be agreed upon by separate written agreement by the parties
concerned and shall be paid at the time such contract designated, concluded or monies changing
hands between buyer and sellers. The parties hereby irrevocably and unconditionally agree and
guarantee to honor and respect all such fees and remuneration, arrangements made as part of a
commission transaction even in the event that the parties are not an integral member to a
specific commission and fee, remuneration agreement.
8. 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 transaction by receiving copies of the correspondence made between the
buyer and the buyer’s mandate and the seller

9. This agreement is a perpetuating guarantee for five (5) years from the date affixed below and
is to be applied to any and all dealings entertained by the signatories including subsequent
follow-ups, other transactions originated during the term of this agreement and repetitions
regardless of the success of any project or programme. This agreement has an option to
renew for a further period of five (5) years subject to and upon the terms and conditions agreed
between the parties.

10. The parties agree that any dispute arising from the interpretation or implementation of this
agreement shall be resolved amicably by both parties. If the parties fail to resolve the
dispute, it shall then be resolved by Arbitration in accordance with the Arbitration Laws in
Zambia and judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof including the award to the grieved signatory(is). Their
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 court costs, attorney fees,
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 signatories.
11. 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 privileged information or contract(s) without the
intervention or assistance of one or more of the parties.

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CONFIDENTIAL

12. 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 of the
parties while excluding another or agree to benefit any other party.

13. 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.
14. The transmission of this agreement through Email shall be legal and binding.

15. This agreement is clearly understood by all parties concerned who put their hand in witness
below:

ON THE FIRST PART:

XXXXX
NRC No.
PLOT:
CELL: +
EMAIL:

ON THE SECOND PART:

YYYYY
NRC No.
PLOT:
CELL: +
EMAIL:

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CONFIDENTIAL

ON THE THIRD PART:

ZZZZZ
NRC No.
PLOT:
CELL: +
EMAIL:

ON THE FOURTH PART:

AAAAA
NRC No.
PLOT:
CELL: +
EMAIL: