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ANNEX F NON-CIRCUMVENTION & NON-DISCLOSURE WORKING AGREEMENT
This “agreement” incorporates by reference the standards of the International Chamber of Commerce (ICC), Paris, France, on Non-Disclosure, Non-Circumvention and Working Agreements ¨ including Privacy, Confidentiality and Cooperation. It shall bind each signatory (“Party”) for five (5) years after execution regardless of the success of any specific transaction, and shall automatically extend to a new term of five (5) years from the start of any roll, extension, renewal or additional transaction between the principals. To achieve the mutual benefits of cooperation, each Party understands that:
Whereas, each Party recognizes the valuable proprietary rights which each has established, and that it is in the best interests of each to protect and preserve such rights as have been attained, maintained, developed, serviced and accomplished by each prior to this Agreement, and,
Whereas, the President of the United States, in signing HR 3723 on October 11, 1996, has authorized this Agreement by giving corporations the right to declare their contracts, clients, internal procedures and information and the transactions they engage in as corporate or trade secrets fully protected under the economic and industrial espionage laws of the U.S.A. and the International Economic Community.
Therefore, each Party signing this Agreement agrees to abide by the following terms and conditions:
Each Party agrees to not circumvent any other Party, e.g., to avoid proper payment of fees or returns to a Party or to exclude a Party from proper participation, even for a rational reason (to facilitate a deal or to avoid losing a deal). Each Party agrees to not contact, or attempt to contact, directly or indirectly, any “Confidential Contact” of any other Party, or use any ? Confidential Information? provided by any other Party, or disclose any of said information to anyone or entity, without a real need and the consent of said other Party for each such contact, use or disclosure, and then only after an agreement on fees. Each Party agrees to keep private ¨ and protect from leaks into the public domain ¨ any and all privileged and other Confidential Information concerning any of the Parties or their activities. Each Party agrees to be responsible for compliance with this paragraph by any “Sub-Party” (partner, subsidiary, agent, employee, etc.) of his or hers who has not signed this Agreement. Each Party hereby agrees that the terms and conditions of this Agreement shall be binding upon and enforceable by his or her heirs, executors, administrators, trustees, wards, guardians, transferees and assigns in the event of his or her death or temporary or permanent mental or physical incapacity.
All documents and information provided by each principal Party shall be true and accurate representations of facts.
Each principal Party agrees to indemnify and hold harmless all other Parties and their transactions, intermediaries, financial sponsors, lenders, insurance companies, guarantors, borrowers, principals, clients, joint venture partners, stock share owners, business associates, officers, employees and assigns against all claims, demands, liabilities, causes or actions and expenses, including attorney fees and court costs incurred, relating to, arising out of or in connection with that Party?s negligence, omission, misrepresentation, malfeasance, fraud, breach of contract, default, willful misconduct, bad faith or violation of any city, state, county, province, federal or international law, regulation, ordinance or stature.
Each Party holding a Confidential information document owned by another Party agrees to promptly comply with a request by the owning Party to return or destroy the document and agrees to not retain any part of it in any form or in any medium (computer or fax file, etc.) ¨ and the owning Party shall be the final authority on the use and disclosure of said information and its removal from all media.
Parties violating this Agreement shall be liable for payment to the non-violating Parties all gains from the violation plus liquidated damages plus any additional amount required by a Settlement. Any Party injured by a violation shall be entitled to compensation of at least the scheduled amount from each transaction involving the violating Party plus all costs and any liquidated damages agreed to or awarded. In any proceeding under this Agreement, each injured Party shall be entitled to reasonable attorney fees in addition to any other entitled relief. If any Party violates this Agreement, each party shall be entitled to injunctive relief to restrain the violations. A waiver by a Party of a violation by a Party shall not change this Agreement or be construed as a waiver of any subsequent
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violation and shall not affect the rights or remedies of the Parties. If any part of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect.
This Agreement shall be construed and enforced under the applicable laws and regulations of the Country and State where the respective Parties reside and the rules and regulations of the ICC. Each Party agrees to participate in good faith negotiations toward resolution of any dispute, claim, controversy or other matter. Each Party agrees that if a matter is not resolved within 30 calendar days by the Parties themselves, it shall be submitted for settlement by binding arbitration in accordance with the Non-circumvention & Non-Disclosure and Working Agreement rules and regulations of the ICC. The arbitration will comply with and be governed by the Reconciliation and Arbitration rules of the ICC for complex arbitration, in a venue “chosen by the plaintiff Party” where the ICC maintains a division for hearing complex arbitration.
This Agreement is subject to the Economic and Industrial Espionage Law of the International Economic Community. Any disclosure not authorized herein or under applicable law of the names, identities, bank coordinates or other key information regarding such transactions, or any of the details thereof, may be deemed to be a felony, making the violator subject to Criminal Prosecution.
Each Party affirms that he or she reads the English Language and understands the wording and content of this Agreement, and hereby represents and warrants that he or she or it has the full legal, Corporate, Trust and/or Individual authority necessary to enter into this Agreement, and is doing so with the intent to be legally bound hereby and to bind any involved entity via the applicable Corporate or Trust resolution, and that every Party hereto or any other interested party or entity may rely upon the representations in this paragraph without requiring further proof, unless requested. Each Party warrants that there is no legal suit, action, investigation, arbitration, or legal, administrative or other proceeding pending or threatened against him or her as a Party which would affect his or her ability to perform his or her obligations under this Agreement. Each Party neither affirms to be an independent contractor relative to each other Party and not an agent or employee of any other Party nor connected to any entity for monitoring, regulating, compliance or a related function.
Each Party affirms under penalty of perjury that all of his or her representations made herein are true. A Party shall not be in violation of this Agreement due to 1) possessing Confidential Information and/or Confidential Contacts obtained independently of any other Party or 2) acts of God, natural disasters, civil disturbance, etc.
The spirit and intent of this Agreement is one of mutual trust, cooperation and reliance of each on the others to perform as expected and to conduct business in a fair and equitable manner.
This Agreement may be signed in counterparts and sent in any form, and all counterparts together, in any combination of original and alternate forms, shall constitute one legal binding Agreement that shall be protected as Confidential Information by each party and shall not be disclosed without authorization. Any revision of the Agreement must be in writing and signed by all parties.
SIGNATURES FOR ENTIRE NCND WORKING AGREEMENT
The parties have executed this NCND Working Agreement and ? Receipt of a Copy of this entire Agreement is Hereby Acknowledged? (All parties please initial prior pages).
PARTIAL INVALIDITY:
The illegality, invalidity or non-enforceability provision of this document under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction or provision.
GOVERNING LAW AND JURISDICTION:
This document shall be governed by and construed in accordance with current English or ICC. 500 signed between partners NCNDA laws.
ARBITRATION:
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All parties agree to refer any disputes between the parties arising out of, or in connection with this Agreement, including any questions regarding its existence, validity or termination to arbitration in accordance with the arbitration rules of the International Arbitration Centre (I.A.C.). The appointed Arbitrator shall hold the proceedings in any country chosen by the parties and the rules of the I.A.C. shall apply.
All arbitration proceedings shall be conducted in English Language. The tribunal shall consist of one (1) arbitrator to be appointed by the President of the (I.A.C.).
The arbitrator shall have the authority to render his award on the basis of equity principles consistent with the explicit terms of this agreement. Such awards shall include a decision binding upon the parties, directing them to take or refrain from taking specific action with respect to the matter in dispute or disagreement.
Any award and decision taken by the Arbitrator shall be final and binding on all parties and the parties hereby exclude any right of application or appeal to any court in connection with any question of law arising in the course of arbitration or in respect of any award made. All parties shall accept all decisions of the tribunal as being final and binding.
This Agreement is issued, agreed and accepted by the Seller and the Buyer as the Master Fee Protection Agreement, hereby recording names and amounts of each and every Company, individual alike, who have contributed to the successful conclusion of the described transaction and in doing so are entitled to an apportionment of commissions set aside within this transaction.
This document is signed and accepted by parties named below as to be included in the main Contract.
Buyer
________________________________________________ Represented by : Mr. Designation : Director Date :
Seller
___________________________________________ Represented by : Designation : Date :
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Annex G - BG VERBIAGE VIA SWIFT MT 799
From : ____________________ Bank To : Bank Guarantee No. : Currency Code : United States Dollar Date of Issue : Date of Expiry : Applicant : Beneficiary : Amount :
We herewith open our Bank Guarantee No. : _____________ as follows:
For value received by us, We, {Name of Issuing Bank}, hereby irrevocably and unconditionally without protest or notification promise to pay against this Bank Guarantee No.: in favour of
__________________________________, of ____________________________________ , on maturity date the sum of USD_____________________ (United States Dollars _____________________________ only) in the lawful currency of United States of America upon presentation to us of the original of this Bank Guarantee at our counters on maturity date, but not later than fifteen days after the maturity date.
Such payment shall be made without set-off and clear of any deductions, charges, fees or withholdings of any nature, now or hereinafter imposed, levied, collected, withheld or assessed by the Government of the Issuing Bank or any political subdivision or authority, thereof or therein.
This Bank Guarantee is assignable without presentation to us or payment of any transfer or assignable fee.
This Bank Guarantee is subject to the Uniform Rules for the Standby Letter of Credit under ICC Publication No. 458
This is an operative instrument and no mail confirmation will follow
For and on behalf of (the name of issuing bank)
____________________ _____________________ Authorized Officer Authorized Officer (Name and Title) (Name and Title)
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