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INTERNATIONAL CHAMBER OF COMMERCE _I

VIEWS: 37 PAGES: 5

									         INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.)
  NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT




                     ADME INTERNATIONAL LTD
For General and Various Food, Cement, Urea 46, Sugar, commodities
Project: either buying or selling through and between the parties to this Agreement, and
other business opportunities, which are agreed upon by the parties to this Agreement, and
for the mutual benefit of the parties to this Agreement.

Whereas the undersigned wish to enter into this Agreement to define certain Parameters
of the future legal obligations are bound by a duty of confidentiality 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, joint ventures, trading partners, and other associated organizations
(hereinafter referred to as affiliates).

Now therefore, in consideration of the mutual promises, assertions and covenants herein
and other good and valuable considerations, the receipt of which is acknowledged hereby,
the parties hereby agree as follows:

Terms and Conditions
A: The parties will not in any manner solicit, or accept any business in any manner from
sources or their affiliates, which sources were made available through this Agreement,
without the express permission of the party who made available the sources, and,

B: The parties will maintain complete confidentiality regarding each others business
sources and/or their affiliates and will disclose such business sources only to the named
parties pursuant to the express written permission of the party who made available the
source, and,

C: That they will, 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 will not be
affected, and,

D: That they will not disclose names, addresses, e-mail addresses, web sites, telephone or
fax and 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 they will
not enter into any direct negotiations or transactions with such contacts revealed by the
other party, and,
E: That they 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 or parties to do so. For the sake of this Agreement, it does not matter whether
information obtained from a natural or legal person. The parties also undertake not to
make use of a third party to circumvent this clause.
         INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.)
  NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT




Initials of Parties to this Agreement
F: 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 would 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.

G: All considerations, 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 confirmed by the issuance of a Pay
Order to each of the parties concerned.

H: This Agreement is valid for any and all transactions between the parties herein, and
shall be governed by the enforceable laws in Australian Courts, Canadian Courts, USA
Courts, English Courts, French Courts, Israeli courts, or under Swiss law in Zurich. In the
event of dispute, the arbitration laws of the USA courts will apply.

I: The signing parties hereby accept such selected jurisdiction as the exclusive venue.

Commission protection agreements
This Agreement defines the legal association of all parties and also serves as a Fee
Protection Agreement for Commissions, Fees, and/or Equity Position(s).

It is agreed that any and all commissions, fees, consulting fees and/or equity position(s)
resulting from the consummation of the primary venture and any other ventures, projects,
properties, commodities, bank interests or service will be agreed.

The supplier, and/or assigns, commits himself to duly reimburse all amounts that are
added onto the net price agreed upon by the seller and buyer in form of commissions,
subject to previous agreement, through an addendum in writing, in advance, among the
undersigned parties on a deal-by-deal basis, unless otherwise stipulated and agreed upon
by the undersigned parties in writing.

The monetary disbursement from revenue of any one or continuing transaction(s) shall
and will be private, privileged, and classified information. Any such addendum will be
considered legal part of this Agreement, and shall be fully subject to the above defined
terms and conditions. The parties hereto shall use their best efforts to ensure that all
contacts by any between the Buyer and the Seller shall include:

1. Specific language memorializing the forms of this Agreement, for the entire duration
of their contract and extensions thereof.

2. Specific Instructions that Pay Orders shall be immediately issued following the
Agreement subject to agreed upon terms.
           INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.)
    NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT




This Agreement will be valid for five (5) years even if the current company, and/or
assigns, concludes a new contract under a new address with the current buyer of the food
commodities, and even if the current company, ADME INTERNATIONA LTD and/or
assigns, concludes a new contract under a new address with the current seller or its
successor applying with another name or address.

All signatories hereto acknowledge that they have read this Agreement and by their
initials and signature confirm 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.

In witness hereof: the parties hereto have executed and delivered those covenants by
mutual Agreement the day and year first written above. All faxes are considered original,
legal and binding.

Accepted and agreed


1

D Name:
Designation:
Passport Number: #
Name of company:
Address:
City:
Telephone:
Fax:
Email:

Signature: __________________
Date: xxxxxxxx, 2008
            INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.)
     NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT




2.

Name:             Ariel Barda
Designation:      President
Passport Number: 12213546
Name of company: ADME INTERNATIONAL LTD
Address: Ben Gurion St Bat-Yam 59301 ISRAEL
Telephone:          +972 54 4288493
Telephone:          +44 203 239 5356
Email:              info@adme-international.com


Signature: ___Ariel Barda_______

Date: , 2008


3.

Name:
Designation:
Passport Number: #
Name of company:
Address:
City:
Telephone:
Fax:
Email:

Signature: __________________

Date, 2008




4.
            INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.)
     NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT

Name:
Designation:
Passport Number: #
Name of company:
Address:
City:
Telephone:
Fax:
Email:

Signature: __________________

Date: 2008


5.

Name:
Designation:
Passport Number:#
Name of company:
Address:
City:
Telephone:
Fax:
Email:

Signature: __________________

Date: 2008

								
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