Non-Circumvention, Non-Disclosure and Working Agreement

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 whatsoever
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
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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.
6. This agreement is valid for ten (10) years from the date of
signature, for any and all transactions between the Parties therein,
with renewal to be agreed upon between the signatories.
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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 loss 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.
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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.
ICC (INTERNATIONAL CHAMBER OF COMMERCE) -

https://iccwbo.org
INCOTERMS 2010 - INCOTERMS ARE STANDARD TRADE

DEFINITIONS MOST COMMONLY USED IN INTERNATIONAL
SALES CONTRACTS. https://iccwbo.org/resources-for-
business/incoterms-rules/incoterms-rules-2010/
And: Party 1 of 5
Full Name:
Identity card N°:
Address:
Telephone:
Email address:
Date:
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Signature/seal/passport:
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And: Party 2 of 5
Full Name:
Identity card N°:
Address:
Telephone:
Email address:
Date:
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And: Party 3 of 5
Full Name:
Identity card N°:
Address:
Telephone:
Email address:
Date:
And: Party 4 of 5
Full Name:
Identity card N°:
Address:
Telephone:
Email address:
Date:
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And: Party 5 of 5
Full Name:
Identity card N°:
Address:
Telephone:
Email address:
Date:
8 of 8

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NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING

Whereas the Undersigned Parties wish to enter into this agreement

1. The parties hereto and/or their affiliates, which includes, but is

2. The Parties shall not in any way whatsoever circumvent each

3. The Parties shall not disclose any contact revealed by either

4. In the event of circumvention by any of the undersigned Parties,

5. All considerations, benefits, bonuses, participation, fees, and/or

8. This Agreement shall be binding upon the Parties hereto and in

9. Signature of this agreement shall be deemed to be an executed

This agreement may be signed in one or more counterparts and the

ICC (INTERNATIONAL CHAMBER OF COMMERCE) -

INCOTERMS 2010 - INCOTERMS ARE STANDARD TRADE

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