INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.)
NON-CIRCUNVENTION, NON-DISCLOSURE AND WORKING AGREEMENT
WHEREAS, the undersigned wish to enter into this Agreement to define
certain parameters of their future legal obligations:
WHEREAS, the undersigned desire to enter into a working business
relationship for the mutual and common benefit of the parties herein,
including but no limited to their Affiliates, Subsidiaries, Stockholders,
Partners, Co-Ventures, Trading Partners and other Associated Organizations
and pursuant to the covenants contained herein and others goods and
valuable consideration, the receipts of which is hereby acknowledge, the
parties hereto agree as follow.
1- TERMS AND CONDITIONS:
A) The parties will not in any way or manner solicit or accept any business
from any sources when such sources were made available through any party
to this agreement, without the express permission of the party who made
available the sources.
B) The parties will maintain complete confidentiality regarding each others
business sources and/or their affiliates, and will disclose such
business sources only to parties named pursuant to the express written
permission of the party who made available the sources.
C) That they will not in any way circumvent or attempt to circumvent, each
other or any of the parties involved in any of the transactions the
parties desirous of entering into and do, to the best of their
abilities, assure the other parties that the transaction terms
established will not be affected.
D) That, they will not disclose any of the names, addresses, telephone
numbers, facsimile numbers, telex numbers, email addresses, or any
contact information provided to them by any party to this Agreement to a
third party, and that they each recognize such contacts as the exclusive
property of the respective parties, and that they will not enter into
any direct or indirect negotiation or transaction with such contacts
referred by any other party without prior notice to the referring party.
E) That in the event of breach of this Agreement or circumvention of any
party to this Agreement by any other party, directly or indirectly, the
non-breaching or circumvented party, shall be entitled to monetary
damages including without limitation damages equal to the maximum amount
it should have realized from the subject transaction plus any and all
expenses, including but not limited to all legal cost and expenses
incurred to recover the lost revenue or other damages.
F) 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 will be allocated as
mutually agreed to by the parties.
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G) This Agreement is valid for any and all transactions between parties
hereto and this Agreement shall be interpreted and constructed in
accordance with the International Laws of Commerce.
H) Any claim or controversy arising out of, or relating to this Agreement
including the payment of commissions herein, shall be submitted to
binding arbitration pursuant to the applicable rules (Most Current
Edition) of the International Chamber of Commerce (ICC). Any award shall
be considered valid, final and binding on the parties and may be
enforced by any court with competent jurisdiction.
I) This Agreement shall be VALID, BINDING and ENFORCABLE for FIVE (5)
CONSECUTIVES YEARS from the date of execution of this Agreement.
J) This Agreement is deemed executed Februari 17, 2012, and is accepted and
agreed by all persons signing this Agreement.
2- ADITIONAL CONDITIONS:
A) A signature on this Agreement received by way of facsimile shall be
deemed to be a valid signature and the Agreement shall be deemed a legal
and binding Agreement.
B) This Agreement shall be enforceable and admissible for all purposes as
may be necessary or appropriate under terms of this Agreement.
C) All signatories hereto acknowledge that they have read the forgoing
Agreement, and by their initials and signature they represent and agree
that they have full and complete authority and capacity to execute this
“ACCEPTED AND AGREED WITHOUT CHANGES”
By: Bernard Sternfeld
Representative of Equilibrium Investments G.m.b.H., Riedstrasse 7,
Cham, Switzerland, CoC registration: CH-092.4.008.612-4.
By: [Name representative]
Representative of [Company Name ], [Registered Address], [Town],
Attach a copy of the registration of the Chamber of Commerce for the authorized signature
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