i received this 'non-circumvention agreement' from the direct mail

							For Discussion Purposes Only- Sample Agreement



NON-CIRCUMVENTION AGREEMENT



THIS NON-CIRCUMVENTION AGREEMENT is effective as of the "10/21/08", by and
between the following parties:



Jeff Oliver, Response Mail LLC, et al

& Direct Mail Express, et al

4910 Savarese Circle

Tampa, Florida 33626



AND

Synergy Market Systems

Located at

PO Box 820787

Vancouver, Washington 98682



RE: Joint Venture [I am not sure that this is the right term; is this just a regular service
agreement -- i.e. where one person performs a service for another person; or is this a true
“joint venture” -- where both parties work together toward a common goal and generally
share profits?] to develop Small business Marketing Collateral and portal for Vertical
Markets. Which will be utilizing, personalized direct mail (VDP [these Initials are not
defined, and don’t match the preceding 3 words]), personalized Web to Print portal,
personalized POW pages/micro sites (PURL = personalized URL), , personalized email
campaign, personalized voice broadcast, personalized telephony, personalized video
production. The marketing portal will be template based for multiple private labeling and
to acquire strategic partnerships. [This is all very technical and over my head, and so I
can’t really comment substantively on this. I don’t have a clue what this means.]



WITNESSETH:



WHEREAS the parties to this agreement desire to work together for the purpose of
arranging business and financial transactions between the parties; and,



WHEREAS certain transactions between the parties may require and result in the
introduction of third parties by one of the parties to the other party; and, [this is a little
vague -- “introduction of third parties” -- this may be good enough, but I would think that
it could be meaningfully clarified; e.g. are we talking about clients, or customers, or the
customer list, or vendors etc. Or are we talking about more “joint venturers”?]



WHEREAS the parties hereby irrevocably confirm and guarantee to each other that the
identity of the corporations, organizations, firms, companies or individuals and
information as defined herein, are valuable and proprietary, whether that contact or
information is known or unknown at the time of this agreement; and, [I likewise find this
confusing. Does this mean that the 2 parties to this agreement are valuable and
proprietary? I’m not sure what it means to say “defined herein.” This overall agreement
refers to the 2 signatories, and of course makes reference to other entities, such as the
“third-parties.” Further, the last clause regarding “known or unknown...” does not make
sense to me. Perhaps in light of the overall agreement this makes sense.]



WHEREAS the parties hereby irrevocably confirm and guarantee to each other that
neither party will conduct any business with any corporations, organizations, firms,
companies or individuals introduced to them by the other party without notifying and
compensating the other party. [You probably want to specify the type of notice. Written,
oral, e-mail? Also, the concept of “compensation” here is too vague. How much
compensation? How is it to be determined? I don’t think you really want this provision at
all. I think you simply want to say that neither party will do any business with these
companies without the written consent of the other party. also -- this term “business” is
technically somewhat confusing, and possibly too broad. I think you can keep this “as
is,” but it would, for example, prevent both parties from doing even a different sort of
business with a company introduced by the other party.]
NOW, THEREFORE in consideration of the commitments above the following terms and
conditions are agreed to:

[I’m not sure why this agreement consists of these “whereas” clauses, and then the
“Articles” below. They all seem like material agreements to me, and I would tend to
group them together. E.g. using the same format.]



ARTICLE I



This is to confirm that each of the undersigned, jointly and severally, their affiliates and
assignees confirm that any corporation, division, subsidiary, employees, agents or
consultants, or assignees thereof will not make any contact with, deal with or otherwise
involve in any transaction, between the parties defined herein, without notifying and
compensating the other party. [see notes above regarding notification and compensation;
also, this is so broadly worded that it would prohibit transactions that are not really
intended; e.g if they “introduce” you to a local doctor, and one day you break your arm,
then in theory this agreement may prevent you from seeing the doctor to fix your arm;
this is a silly hypothetical, but I just want to make this point. You have to really think
about this language. I would generally suggest that you only limit business transactions
with these persons of a similar nature, which I suppose is the direct mail business]




ARTICLE II



By signature below and execution of this agreement, each of the undersigned, jointly and
severally, their affiliates and assignees confirm that any corporation, organization, firm,
company or individual of which the undersigned is a party to, employee of, member of,
or otherwise which would benefit financially from an association, is bound by this
agreement. [this of course may not be binding on that association. The signatory to this
agreement may not have authority to act for the association, corporation etc. There is no
harm to this provision, but it will not be enforceable in every situation of course.]
ARTICLE III



This agreement is for three (3) years from the date affixed below and is to be applied to
any and all transactions entered into by the undersigned, including follow-up repeat,
extended or renegotiated transaction regardless of the success of the project. [This
probably needs some clarification. Are you saying that the parties will have their joint
venture for 3 years? Or are you saying that the non-compete aspects of this are good for
3 years? Are they good for the duration of the contract plus three years? Or just 3 years
from the date this is signed? I think this provision leads to a lot of ambiguity. I think you
either mean: (a) the joint venture lasts for 3 years and the parties are still bound by the
non-compete aspects after that or (b) the non-compete aspect is valid for three years from
the termination of the agreement. I think the next sentence clarifies this to some extent,
but I think that they need to be a little clearer.] The undersigned hereby confirm that the
identities of the corporations, individuals, buyers or sellers are currently the property of
the introductory party [this is a little vague; I assume this means the party who
“introduced” these third-parties to the other party -- and maybe it also should include the
pre-existing clients and contacts] and shall remain so for the duration of this agreement.
In the event that any party fails to honor the obligations under this NON-
CIRCUMVENTION AGREEMENT, the parties hereto consent, stipulate, and agree, that
in the event a dispute arises as to the terms and / or enforcement of this agreement, the
courts of the state of Washington shall have jurisdiction over the subject matter as well as
in personam, in rem, and in quasi rem jurisdiction over the parties to this the Federal
Courts. [I think this last sentence got messed up at the end, regarding “to this the Federal
Courts.”] In the event of a suit involving the terms or subject matter of this agreement,
the prevailing party shall be entitled to its cost and reasonable attorney's fees incurred in
enforcing this agreement. In the event notices are required to be served to any of the
undersigned parties, the address below shall prevail.




ARTICLE IV



The undersigned hereby agrees to keep completely confidential the names of any
corporations, individuals or group of individuals, buyers, or sellers, introduced by any of
the parties or their affiliates. Such identity shall remain confidential during the applicable
transactions and during the duration of the agreement, and shall include without
limitation any telephone of telefax numbers, addresses, or telex numbers, such
information is considered the property of the party, and the undersigned hereby agree,
jointly and severally, to discuss same among the parties for determination as to what shall
be discussed and what procedures to use. [After the agreement is over, then is this
information no longer confidential? Is that your intent? That seems to be only little
protection. Also, this last clause is very vague and open-ended -- it just says that the
parties shall “discuss” these matters; that’s really too vague. I think you probably want to
say something more like, “The parties agree to not disclose the names of any ....
introduced by the other party of their affiliates. The parties shall maintain the
confidentiality of this information during the period described in Article III of this
agreement. This information may be disclosed only upon the written consent of the
introducing party.” Also: I’m not sure how broadly this should be worded. I think you
probably want to limit this to competitors or potential competitors.]




ARTICLE V



All of the undersigned obligations contained in this agreement are mutual and reciprocal.
This NONCIRCUMVENTION AGREEMENT shall be binding on the parties, their
subsidiaries, agents, brokers, divisions, associates, employees, heirs, affiliated companies,
assigns or designees.




ARTICLE VI



No party shall be in violation of this agreement when the violation of this agreement is
caused by force majeure, including limitation, Acts of God, war civil disturbances, theft,
or contract or contracts without the intervention or assistance of the party. This agreement
establishes a relationship of mutual trust and confidence, and each of the undersigned will
stand in fiduciary relationship with the others. This is the entire agreement between the
parties and there are no other terms or obligations of any kind whatsoever. Any
agreement hereafter made shall in ineffective to change, modify, discharge or effect an
abandonment of this agreement in whole or in part unless such agreement is in writing
and is signed by the parties whose signatures appear herein below.
WE THE UNDERSIGNED, FULLY AND IRREVOCABLY AGREE TO THE TERMS
AND CONDITIONS OF THE NON-CIRCUMVENTION AGREEMENT.




Tampa, Florida 33634



_________________________________ _________________________________

Authorized Signature Authorized Signature



_________________________________ _________________________________

Print /Date Print/Date
Non disclosure agreement:
The following parties intend to mutually disclose Proprietary information (as defined
herein) for the purpose of exploring a possible business relationship.


•     Response Mail Express, RME LLC, RME Connect, Jeff Oliver et al located at
4910 Saverese Circle, Tampa Florida 33634
•     Synergy Market Systems, Mark Dayley President, eta l located at PO Box 820787
Vancouver WA 98682


This bilateral Non-Disclosure agreement ("NDA") shall become effective as of the last
signature date indicated below and represents the terms and conditions under which such
disclosures shall be made.



1. Definitions: For purposes of this agreement, the following definitions shall apply:

1.1. "Disclosing Party" means the party disclosing Proprietary Information.

1.2. "Receiving Party" means the party receiving the Proprietary Information from the
Disclosing Party.

1.3. "Authorized Person" within the context of a Receiving Party, means any officer
employee or consultant of such Receiving Party (including any division and/or
subsidiaries thereof) that has a need to receive the proprietary information of the
disclosing party in connection with carrying out the purpose of this agreement.

1.4. "Intellectual Property Right" means any and all patents, trademarks, (registered or
non-registered), know-how and proprietary information and any or all rights of a like
nature of the disclosing party.

1.4.1. "Proprietary Information" means any and all information that is now or at any time
hereafter in the possession of the disclosing party , whether or not it is marked or orally
represented to be "Proprietary" or "Confidential" and related to the disclosing party's
technology, including without limitation data, know-how, formulae, processes, designs,
photographs, drawings, specifications, hardware, software programs, codes and samples
and any other material bearing or incorporating any information relating to such systems
and/or the Disclosing party's financial, customer, marketing, research, and development
information including, but not limited to future plans and projections for its systems.

2. Obligations of the Receiving Party:
2.1. Non-Disclosure: The receiving party shall keep any proprietary information received
from the disclosing party in confidence and prevent disclosure of such proprietary
information to anyone other than an authorized person.

2.1.1. Prior to the disclosure of the proprietary information to any authorized person the
receiving party warrants that it shall notify such authorized person of the obligation to
keep all such proprietary information in confidence and of such authorized person's
obligation not to disclose such proprietary information to any person other than an
authorized person designated by the receiving party.

2.2. Limited Use of Proprietary information: The receiving party shall use the proprietary
information received from the disclosing party only for carrying out the stated purpose of
the NDA.

2.2.1. The receiving party shall not use such proprietary information for any other benefit
of the receiving party and, more particularly, shall not use such proprietary information in
any manner that would be detrimental to the disclosing party.

2.3. Degree of Care; The receiving party shall protect any proprietary information of the
disclosing party using a degree of care that is reasonable, but such degree of care
unauthorized use or disclosure of the receiving party's own information of comparable
type and importance.

3. General Exceptions: Notwithstanding anything else in this NDA, the receiving party
shall have no obligation under this NDA with regard to:

3.1. Any information that exists in the public domain at the time of its disclosure to the
receiving party or which thereafter falls into the public domain, unless such information
falls into the public domain because of the unprotected actions of the receiving party:

3.2. Any information known by the receiving party at the time of disclosure by the
disclosing party provided that such information became known by the receiving party
without violation of the rights of the disclosing party:

3.3. Any information rightfully disclosed to the Receiving Party by another person not in
violation of the rights of the Disclosing Party, or

3.4. Any information independently developed by the Receiving Party without any
reliance on the Proprietary Information of the Disclosing Party.

4. Other Exceptions: The Receiving Party may disclose any information to the extent that
such disclosure is required by any judicial or governmental request, requirement or order
provided that the Receiving Party: (a) promptly notified the Disclosing Party of such
request, requirement or order and the proceedings and circumstances related thereto: and
(b) provides reasonable assistance to the Disclosing Party in contesting the requirement to
make such disclosure, if so requested.
5. Mutual Provisions:

5.1. Non Grant of Rights: Notwithstanding anything else in the NDA, neither party grants
to the other party any license under or any release from any liabilities arising from any
trademark, copyright, patent or other Intellectual Property Right

5.2. Non-Recruitment: The parties agree that, in consideration of their mutual disclosure
of Proprietary Information, neither party shall directly or indirectly approach any
employee, consultant or agent of the other party that possesses knowledge of such party's
systems with the intent to lure, employ or engage such employee, consultant, or agent
throughout the term of this NDA including any survival period as described by Section
5.4 herein.

5.3. Termination: Either party may terminate this NDA at any time, and termination shall
occur thirty (30) days after one party gives written notice of termination to the other
party. Unless terminated earlier, this NDA shall terminate One (1) year after last
signature date indicated below.

5.4. Survival: Each party's obligation to protect Proprietary Information as a Receiving
Party under this NDA shall survive any termination of this NDA, but all obligations
under this NDA shall terminate three (3) years after the expiration of this NDA unless
otherwise agreed to by the parties in writing, except with respect to any information used
to develop products or services that the Disclosing Party licenses in the normal course of
its business, which such information shall remain protected perpetually.

5.5. Return or Destruction Election: At the Disclosing Party's election and request, the
Receiving Party shall promptly return or certify the destruction of all documents,
drawings, writings or other media (including all copies thereof) containing Proprietary
Information of the Disclosing Party.

5.5.1. Before any such applicable return of the Disclosing Party's Proprietary
Information, the Receiving Party shall remove any of its own Proprietary Information.

6. General Provisions:

6.1. Integration Provision: This NDA merges all prior discussions and is the entire
understanding and agreement of the parties relating to Proprietary Information. [I think
you want to say that this is to be read in conjunction with the non-circumvention
agreement. I.e. this does not negate the non-circumvention agreement.] Neither party
shall be bound by any additional or other representation, condition or promise except as
subsequently set forth in a writing signed by both parties.

6.2. Controlling Law: This NDA shall be construed and the relationship of the parties
determined in accordance with the laws of the State of Florida. [the other document says
that Washington law governs. they should probably be consistent.]
IN WITNESS WHEREOF, the parties, each of which represents that the person signing
this NDA on its behalf has the authority to bind it, have executed this NDA effective as
of the last signature date appearing below.