Non-Circumvention, Non-Disclosure and Working Agreement

13th December 2021
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 what-so-ever 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 who 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 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.
13th December 2021
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.
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/
Between:
1)
Full Name/ Title: DIANA ALMAS
Corporation: SHAREWAYS INTERNATIONAL SDN BHD
Address: T2B-20-3A, 3 TOWERS, JALAN AMPANG, KUALA LUMPUR
Tel/ Mobile 0142126927
E-mail address: [email protected]
Passport Number: 940206015102
End Supplier Details: N/A
Signature/seal/passport:
Full Name/ Title:

Corporation:
Address:
Tel/ Mobile
E-mail address:
Passport Number:
End Supplier Details:
2)
3)
Full Name/ Title:

Corporation:
Address:
Tel/ Mobile
E-mail address:
Passport Number:
4)
Full Name/ Title:
Corporation:
Address:
Tel/ Mobile
E-mail address:
Passport Number:
5)
Full Name/ Title:
Corporation:
Address:
Tel/ Mobile
E-mail address:
Passport Number:
6)
Full Name/ Title:

Corporation:
Address:
Tel/ Mobile
E-mail address:
Passport Number:

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13th December 2021

NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT

5. All considerations, benefits, bonuses, participation, fees, and/or commissions received as a

13th December 2021

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

11. The purpose of this instrument is to establish an internationally recognized

ICC (INTERNATIONAL CHAMBER OF COMMERCE) - https://iccwbo.org

Full Name/ Title:

Full Name/ Title:

Full Name/ Title:

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