NON-CIRCUMVENTION AND NON DISCLOSURE AGREEMENT
THIS AGREEMENT dated the _________________day of _______________ 2007 BETWEEN: Ancaren Corporate Solutions Pty Ltd ABN 010 002 123 a company, Of PO Box 4739 Robina Town Centre QLD 4230 AND: Your Company Pty Ltd located at WHEREAS: BOTH PARTIES will discuss potential business opportunities. BOTH PARTIES acknowledge that during these discussions there will be a need to disclose and exchange oral and written information that is considered to be propriety to the party disclosing such information (“Disclosing Party”) and confidential, and BOTH PARTIES are willing to disclose such information only under the terms and conditions set forth below. Now, therefore, in consideration of the foregoing, and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. All information disclosed or furnished by any party whether in writing or orally, which must be confirmed in writing within seven (7) days, during any discussions pertaining to a potential or actual business alliance shall be deemed to be propriety, confidential, and secret information (“Proprietary Information”) of the disclosing party. The party receiving the information (“Receiving Party”) shall protect all Proprietary Information with at least the same degree of care as it would apply to protect its own proprietary and confidential information. This agreement shall be inoperative as to portions of the Proprietary Information that (a) is or becomes within the public domain through no act of either party in breach of this agreement; (b) was in the possession of the Receiving Party prior to its disclosure or transfer hereunder and Receiving Party can so prove; (c) is independently developed by the Receiving Party, and the Receiving Party can so prove; or (d) is received from another source without any restriction or disclosure. 2. Receiving Party will not, for a period of five (5) years from the date of disclosure of any particular piece of Proprietary Information without the prior written consent of the Disclosing Party, disclose any Proprietary Information in any manner whatsoever, in whole or in part or use such information for any purpose other than to advance the business opportunities identified by BOTH PARTIES. Without prior written consent of the Disclosing Party, Receiving Party will not disclose to any other Person the fact that the Proprietary Information has been made available, that discussions or negotiations are taking place, or any of the terms, conditions, or other facts with respect to such a transaction, including the status thereof. The term “Person” as used will be broadly interpreted to include without limitation any corporation, company, group, partnership or individual. Each party agrees to transmit Proprietary Information only to those of its officers, directors, or employees who need to know the Proprietary Information, who are informed of the confidential nature of the Proprietary Information and who agree to be bound by the terms of this agreement.
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NON-CIRCUMVENTION AND NON DISCLOSURE AGREEMENT 5. It is the understanding of the parties that heretofore and hereafter either party may introduce to the other individuals or companies which deal in products, facilities, technologies, material or ventures in which one party would otherwise be interested. In the event that such a third party is introduced to one party by the other and this agreement is invoked and still in effect, the introduced party agrees not to contract directly with the third party to whom they are introduced or any company, subsidiary or venture of which the third party is a part, unless such contract is negotiated by or agreed to by the introducing party. Such Agreement shall extend for a period of five (5) years from the date of any such introduction. In the event that the introduction by either party of a third party to the other shall result in contractual relationship of any sort between the third party and the introduced party, it is the intent of the parties that the introducing party will be entitled to a finder’s fee as the result of said introduction. The finder’s fee shall be negotiated between the parties on a case-bycase basis and shall or may include but not be limited to any or all of an initial up front fee of a prearranged amount, a percentage of the contract purchase amount and a royalty stream based upon a prearranged calculation for a specific length of time or in perpetuity. In addition to agreeing to non-circumvention of a third party resulting from an introduction as referenced above, both parties agree not to interfere with any relationship which may exist between either of them and a third party. This paragraph 7 would relate to any situation where either party enjoys a relationship with a third party that is being introduced to the other. This portion of the Agreement will extend for a period of five (5) years from the date of any such introduction. Each party agrees that the other party shall be entitled to equitable relief, including injunction or specific performance, in the event of its breach of the provisions of this agreement. Such remedy shall not be deemed to be exclusive but shall be in addition to all other remedies in law or in equity. This agreement shall be governed by the laws of the State of Queensland, Australia. Brisbane, Queensland, Australia shall be deemed an appropriate venue for any action brought hereunder. In the event that any action is brought hereunder, the prevailing party in such action shall be entitled to reasonable solicitor’s fees and costs in addition to any awards made therein. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed on the date first above written. Ancaren Corporate Solutions Pty Ltd Harold G. Horsfall. ____________________________ _______________________________ Your Company Pty Ltd
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