NON-CIRCUMVENTION, NON DISCLOSURE & WORKING AGREEMENT
WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of any and all
future legal obligations and commercial dealings among them, and are bound by an expressly acknowledged
duty of confidentiality and non-circumvention with respect to their sources and contacts and all other
information that is confidential or proprietary as further delineated hereinbelow. These duties are in
accordance with the International Chamber of Commerce. As used herein the “Parties” shall mean all persons
or entities that have executed this Agreement or otherwise have agreed to be bound by the terms herein,
WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit
of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading
partners, and other associated persons, entities and/or organizations (hereinafter referred to as “Affiliates”),
NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good
and valuable considerations, the receipts of which is hereby expressly acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:
TERMS AND CONDITIONS
The Parties and their Affiliates irrevocably and expressly agree they will not in any manner solicit, nor
accept any business in any manner (directly, or indirectly) as an individual, director, stockholder, owner,
partner, employee, principal, agent or affiliate of any other business or entity, from any Source of any other
Party, without the express written permission of the Party who made available the Source. As used herein,
the term “Source” shall mean any client, buyer, seller, intermediary, broker, mandate, provider, contractor,
consultant, bank, investor, source of funds or other person, entity, or any affiliate provided by any Party,
The Parties and their Affiliates irrevocably and expressly agree that they will not in any of the
transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that
the transaction codes established will not be affected,
The Parties and their Affiliates irrevocably and expressly agree to not directly or indirectly, whether
as an individual, partner, owner, employee, consultant, or in any other capacity, enter into any business
transaction, negotiation, contract or any other agreement with any source, client, buyer, seller, intermediary,
broker, mandate, provider, contractor, consultant, bank, investor, source of funds or other person, entity, or
any affiliate of any Party disclosing such information, without the express written authorization of such
disclosing Party,
The Parties and their Affiliates expressly agree and acknowledge that any disclosure or
misappropriation of any of the Confidential Information in violation of this Agreement, any circumvention by
any of the Parties, or any other breach of this Agreement may cause the non-breaching Party(s) irreparable
harm, the amount of which may be difficult to ascertain, and therefore agree that the non-breaching Party(s)
shall have the right to seek specific performance and/or an order restraining and enjoining the Parties from
any such further disclosure of the Confidential Information or any circumvention of the aggrieved Party(s).
Such right of the non-breaching Party(s) is to be in addition to any other remedies available to such party at
law or in equity for such disclosure, circumvention, or any breach of this Agreement. Breaching Party expressly
waives the defense that a remedy in damages will be adequate in an action for specific performance or
injunction by the non-breaching Party(s) for any disclosure or misappropriation of any of the Confidential
Information. Breaching Party further agrees to indemnify the non-breaching Party(s) against any and all losses;
damages, claims, expenses, and attorneys' fees (the “Out of Pocket Costs”) incurred or suffered by the non-
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breaching Party(s) as a result of any breach of this Agreement by the non-breaching Party(s). In addition to
the above, and in no way limiting the non-breaching Party(s) remedies at law or in equity (including the
aforementioned injunctive rights), in the event that breaching Party directly or indirectly, interferes with,
circumvents or attempt to circumvents, avoids, by passes, or obviates the any other Party’s interests, or the
interests or relationships between any of the Parties with any sources, clients, buyers, sellers, intermediaries,
brokers, mandates, providers, contractors, consultants, or any affiliate of the non-breaching Party(s) or
changes, increases or avoids (directly or indirectly) any payment of established or to be established fees,
commissions or continuance of pre-established relationships, including but not limited to any broker or
intermediary fees, or intervenes in any non-contracted relationships with any sources, clients, buyers, sellers,
intermediaries, brokers, mandates, providers, contractors, consultants, or any affiliate of the non-breaching
Party(s), or initiates buy/sell relationships, transactional relationships that bypass the non-breaching Party(s)
with any corporation, partnership other entity or individual revealed or introduced by the non-breaching
Party(s), the Parties hereto expressly acknowledge and agree that the non-breaching Party(s) shall be entitled
to a monetary amount equal to the maximum amount it/they would have realized from the transaction(s),
but for the Breaching Party’s breach, as well as all Out of Pocket Costs incurred by the non-breaching Party(s)
to mount any claim pursuant to this Agreement. The Parties hereto expressly agree and acknowledge that this
amount is not seen as a penalty, but as the agreed upon liquidated sum of damages arising from a breach of
this Agreement,
The Parties and their Affiliates expressly agree that all considerations, benefits, bonuses, participation
fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to
any and all transactions will be allocated as mutually agreed or in a manner consistent with reasonable
industry standards,
This Agreement is valid for any and all transaction between the parties herein and shall be governed
by the enforceable law under Swiss Law and the applicable law court to be the Commercial Court in Zürich.
In the event of dispute, the Parties agree to international arbitration under the rules of the Swiss Arbitration
Institute,
The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of
the Agreement shall perpetuate for Two (2 ) years from last date hereof of signing,
AGREEMENT TO TERMS
Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be an
executed contract. Agreement enforceable and admissible for all purposes as may be necessary under the
terms of the Agreement.
All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials
and signature that they have full and complete authority to execute the document for and in the name of the
party for which they have given their signature.
All signatories hereto agree to sign this Agreement in “wet ink” only and all pages initialed,
ACCEPTED AND AGREED WITHOUT CHANGE
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1 Mr
Name:
Phone :
Email address:
Company Name:
Passport No
Nationality
Signature
2 Mr
Name:
Phone :
Email address:
Company Name:
Passport No
Nationality
Signature
3 Mr
Name:
Phone :
Email address:
Company Name:
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Passport No
Nationality
Signature
4. Mr
Name:
Phone :
Email address:
Company Name:
Passport No
Nationality
Signature
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