Document Sample
					                   INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.)


This Document will serve a mutual agency agreement and a Non-Circumvention and Non- Disclosure and
working agreement between the following signing parties:

Party One        : XXX

Party Two        : XXX

Party Three      : Dereck Hoogenkamp

WHEREAS, the Undersigned wish to enter into this Agreement to define certain parameters of the future legal
obligations, are bound by a duty of confidentially with respect to their sources and contacts. This duty is in
accordance with the International Chamber of Commerce Convention (I.C.C. 500),

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 organizations (herein after 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 acknowledged hereby, the parties hereby agree as

                                    ICC NCND TERMS AND CONDITIONS

A. Each party hereto will be considered as an agent to the other party on behalf of the clients hereto.

B. The parties hereto will not in any manner, directly or indirectly solicit, nor accept any business in any manner
from sources not their Affiliates, which sources were made available through this agreement, without the express
permission of the party who made available the source and,

C. The parties hereto will maintain complete confidentiality regarding each other’s business sources and/or their
Affiliates and will disclose such business sources only to named parties pursuant to the express written permission
of this party who made available the source.

D. The parties hereto 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.

E. The parties hereto will not disclose names, addresses, email address, telephone and telefax or telex numbers to
any contacts by either party to third parties and that they each recognize such contracts as the exclusive property
of the respective parties and that they will not enter into any direct negotiations or transactions with such contracts
revealed by the other party and

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F. The parties hereto further undertake not to enter into business transaction with banks, investors, sources of
funds or other bodies, the names of which have been provided by one of the parties to this agreement, unless
written permission has been obtained from the other party(ies) to do so. For the sake of this agreement, it does not
matter whether information is obtained from a natural or a legal person. The parties also undertake not to make
use of a third party to circumvent this clause.

G. That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented
party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a
transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover
the lost revenue.

H. All consideration, 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, and hereinafter described.

    1. That any party in breach of this contract shall be liable to all injured parties for any and all damages
    resulting from the breach , including , but not limited to , the costs of enforcing this contract . If permitted,
    punitive damages shall be award to the aggrieved party or parties.

    2. That no party shall be considered in breach of this contract if the circumstances attendant thereto were
    beyond the party’s reasonable control.

    3. That this Non-Circumvention and Non-Disclosure clause shall be honored and maintained for 3 (three)
    successively years from the date of the termination of this contract, due to the termination of this contract by
    whatever reason/s or cause/s.

                                   ICC NCND EXPIRY & TERMINATION

This Agreement is valid for the following term: Five (5) years from the date of signing of this agreement and for
two (2) years after completion of each transaction or exchange of information, whichever occurs later, with
additional two (2) years automatic roll-over/renewals at the close of each transaction or exchange of information,
and thereafter at the end of an roll-over period, without the need for advisement, unless mutually agreed in writing
to be terminated by all the “parties,” which termination can occur only at the end of any roll-over period, and must
be acknowledged by notice through certified mail thereof; if notice is not given by all the “parties” within ten (10)
days after the beginning of a new roll-over period, it shall be construed that the agreement is in full force and
effect between the “parties” for another two years.

This agreement shall be terminated if performance by either party is impossible, or upon the death or loss of
competency, or the bankruptcy of either party. This agreement my also be terminated by revocation upon a
substantial failure in execution by the other party.

The aggrieved party shall be entitled to compensation for damages/loss which may arise out of the faulting party
to meet his commitments according to the agreement or to business customs. The aggrieved party may claim
compensation from the defaulting party for damage/loss as a result of the defaulting party’s abandoning or breach
this agreement or other contract/s prior to the expiry of the agreement.

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                             ICC NCND FORCE MAJEURE AND HARDSHIP

The Force Majeure and Hardship (Exemption) issued by the ICC Pub. No. 421 is hereby incorporated into this
agreement or others contractual agreed.

A. This agreement is valid for any an all transaction between the parties herein and shall be governed by the
enforceable law in Australian Courts, Canadian Courts, USA Courts, UK Courts, Singapore Courts, Egyptian
Courts, Indian Courts , Vietnamese courts or under Swiss Law in Zurich, in the event of dispute, the arbitration
laws of states will apply.

B. The ICC Publications ICC-460/1990 for Delivery and Transportation; ICC/UCP-500, ICC/URR-525,
ICC/URC-522 for Documentary Credit and Collection; Paris-ICC/Rules of Conciliation and Arbitration are
hereby incorporated in to this agreement and other contractual forms.

The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the
Agreement shall perpetuate for five (5) years from the date hereof.

                                   ICC NCND AGREEMENT TO TERMS

1. Signed and sealed facsimile and email transmissions of this document shall be considered an original of the
document, and shall have the same effect an force as signed hard-copy originals of the document, and shall be
binding and legally enforceable as any full recourse commercial contract issued under the Rules and Regulation of
the International Chamber of Commerce, Paris, France, and shall apply by reference herein relating to non-
circumvention and non-disclosure; and is subject to the Uniform Customs and Practice Codes of 1977, or latest

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2. 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.


Party One

__________________________                      SEAL
Date                    :
Printed Name            :
Company Name            :
Address                 :
Passport                :
Telephone               :
Facsimile               :
Email                   :

Party Two

__________________________                      SEAL
Date                :
Printed Name        :
Company Name        :
Address             : .
Passport            :
Fax                  :
Email               :

Party Three

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__________________________   SEAL
Date                :
Printed Name        :
Company Name        :
Address             : .
Passport            :
Fax                  :
Email               :

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