MUTUAL NON-DISCLOSURE NON-CIRCUMVENTION AGREEMENT This Mutual Non-Disclosure Non-Circumvention Agreement is entered into effective as of this date:
DATE:________ MONTH:________ by and between:
YEAR:________
_______________________________________ (THE CLIENT) Name _______________________________________ Address ______________________ idno
and Amicus Capital Invest ehf, kt. 651007 – 0890, Storiteigur 20, 270 Mosfellsbaer, Reykjavik Area, Iceland (ACI) (each a “Party” and collectively, the “Parties”), in connection with cooperation, discussion, transferring shares, sale purchase agreements or other direct or indirect financial transactions owned directly or indirectly by Icelandic entities, companies or the state THE CLIENT and ACI sign this legally binding document. All documents and information shall be owned by ACI and never delivered to third party without it being fully accepted by the owner (ACI) in writing and signed document by majority of the board of directors. THE CLIENT is aware of the financial situation in Iceland and is informed about it. During these discussions, the Parties will be exchanging certain information that is either non-public, confidential or proprietary (“Information”). The Parties agree to treat the exchange and handling of such Information as follows: 1. Information Defined. All information furnished by and/or to either Party, whether communicated verbally, in writing or otherwise, and all documents based in whole or in part on such information will be referred to herein as Information. The Information will remain the property of the originating Party. 2. Permitted use of Information. The Information of the originating Party will be kept confidential by the receiving Party and will not be disclosed by the receiving Party to any person other than those of its directors, officers, employees, agents or representatives, including, without limitation, attorneys, accountants, consultants and financial advisors (collectively “Representatives”) who have a legitimate need to know in connection with a Transaction without the prior written consent of the originating Party. The Information may be disclosed to and used by the Parties’ Representatives but such Information will not be used for any purpose other than evaluating a Transactions. Each Party agrees to be responsible for any breach of this Agreement by its respective Representatives. 3. No Disclosure. The Parties agree not to disclose to any other person that the Information has been made available, that discussions are taking place concerning possible Transactions between the Parties or that this Agreement has been entered into. 4. Return of Information. If the Parties discontinue discussions, agree not to enter into a Transaction with each other, or a Party requests the return of its Information for any reason, the receiving Party will promptly, upon request, either return all documents and other materials constituting the originating Party’s Information or certify that the documents and other materials have been destroyed.
5. Exceptions. The confidentiality obligations of this Agreement will not apply to any portion of the Information that (a) is in the public domain through no act or omission of the receiving Party, (b) becomes available to the receiving Party on a non-confidential basis from another source, provided that such source is not bound by a confidentiality agreement with either Party or otherwise prohibited from transmitting the Information, or (c) was already known to the receiving Party on a non-confidential basis or was independently developed. 6. Disclaimer of Accuracy, Completeness. Each Party acknowledges that although it has endeavored to include in the Information those materials that are believed to be reliable and relevant for the purpose of evaluation, neither Party nor its respective Representatives makes any representation or warranty as to the accuracy or completeness of the Information. Each Party agrees that neither Party, nor its Representatives, shall have any liability to the other Party or its Representatives as a result of its reliance on or use of the Information. 7. No Obligation to Proceed. The Parties expressly acknowledge that this Agreement is not to be construed as a letter of intent or any kind of commitment to enter into a Transaction. The Parties further acknowledge that any expenses either may incur in evaluating the referenced transaction will be its sole responsibility unless otherwise agreed in writing. 8. Legal Process Seeking Disclosure. If either Party or its Representatives is legally compelled to disclose any of the Information, such Party will promptly notify the other Party so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Otherwise, the Party so compelled, or its Representatives, will furnish only that portion of the Information which is legally required and will exercise its best efforts to obtain reliable assurance that the Information will be treated confidentially. 9. Non-Circumvent. Each of the Parties agrees and undertakes that neither it nor its affiliates will, directly or indirectly, enter into a business relationship with any of the contacts listed as a contact of the other Party on Exhibit A ("Listed Contacts") to this Agreement, other than with and as a subcontractor to or provider of services to or through the other Party. 10. Injunctive Relief. Both Parties acknowledge and agree that the Parties would not have an adequate remedy at law and would be irreparably harmed in the event any of the provisions of this Agreement were not performed in accordance with their specified terms or were otherwise breached. Accordingly, the Parties agree that they are entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce its terms in addition to any other remedy to which they may be entitled, at law or in equity. 11. No Waiver. Each Party agrees that failure or delay in exercising any right, power or privilege under this Agreement will not operate as a waiver thereof or preclude any other or future exercise of any right, power or privilege hereunder. 12. Choice of Law. This Agreement will be governed by and construed in accordance with the laws of Iceland, without regard to its conflicts of law provisions. 13. Term. This Agreement will be effective until the earlier of (a) the execution of an agreement between the Parties or their affiliates with respect to the transaction referred to above, or (b) three years from the later of the date hereof or the date of the last disclosure hereunder. 14. Successors and Assigns. Each Party shall have the right to assign its rights in this Agreement to a subsidiary, or successor company which shall be bound by the terms and conditions of this Agreement. 15. Multiple Counterparts. This Agreement may be executed individually in a number of separate identical counterparts, including electronic facsimile, each of which for all purposes is deemed an original, and all of which constitute collectively one (1) Agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 16. Entire Agreement, Headings. This Agreement is intended by the Parties to be the final, complete and exclusive embodiment of their agreement about the matters covered herein, and no prior stipulation, agreement or understanding of the Parties, their employees or agents shall be valid or enforceable. This Agreement may not be
altered, amended or changed in any way except by a written instrument executed by the Parties. Headings are for convenience only and will not affect the interpretation of this Agreement in any way. IN WITNESS WHEREOF, the duly authorized Representative of each of the Parties hereto has executed this Agreement in duplicate originals to be effective as of the date first written above.
On behalf of
THE CLIENT
________________________________ THE CLIENT
In witness of _______________________________ Name and idno _______________________________ Name and idn
On behalf of ACI
Mr. _____________________ Idno______________
________________________________
In witness of _______________________________ Name and idno _______________________________ Name and idno