NCNDA - Standard Revision 0 : 01 May 2007
Non-Circumvention Non-Disclosure Agreement
This Agreem ent is m ade on between of 01 May 2007 Aligned International Services Corporation P. O. Box 28 Prasanm it Post Office Bangkok 10114 Thailand .......(com pany)............. .......(address)............... ..................................... .....................................
and of
each hereinafter referred to as “Party” or collectively as “Parties”.
WHEREAS
A. B. The Parties are involved in international comm odity purchasing/selling and/or trading. The Parties m ay have valuable confidential inform ation in the form of contact details of buyers, sellers, m anufacturers or their agents/m andates for various com m odities. The Parties intend collaborating on direct purchases/sales and/or facilitating purchases/sales, from which ensuing transactions, fees and/or com m issions and/or profits m ay be earned. In order to collaborate the Parties m ay need to share som e of their confidential inform ation.
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Agreement
Now this Agreem ent witnesses that in consideration of the foregoing prem ises, the Parties agree as follows : i To execute this Agreem ent with the specific purpose of ensuring each other’s interests and earnings are protected in respect of present as well as all future transactions arising from the use of inform ation provided by any Party and to ensure no Party is excluded or bypassed in any future dealings. That this Agreem ent shall cover each Party hereto, their representatives, affiliated com panies and successors in interest or assigns. That signed copies of this Agreem ent whether received in original by m ail or by facsim ile or via em ail in electronic form at shall be deem ed an executed Agreem ent enforceable and adm issible for all purposes as m ay be necessary under the term s of this Agreem ent. The signatories hereto have read and fully understand the term s and conditions contained in this Agreem ent, and are duly authorised to execute this Agreem ent, in the m anner executed, on behalf of the Party they represent, and by their signature hereto unconditionally agree to its term s and conditions on behalf of the Party they represent.
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..................................................... A. I. Sinclair for and on behalf of Aligned International Services Corporation Page 1 of 2
........................................................ ...(name)... for and on behalf of ...(company)...
NCNDA - Standard Revision 0 : 01 May 2007
Terms and Conditions
This Agreement shall be governed by the following terms and conditions : 1. Each Party shall recognize that any source made available by any other Party, is the exclusive property of the respective Party including but not limited to business and/or contact names, addresses, telephone and/or fax numbers, telex and/or email addresses relating to the source. No Party shall in any manner solicit or accept, directly or indirectly through a third party, any business from a source or its affiliates that has been made available through any other Party without the express permission of the Party who made such source available. Each Party shall maintain complete confidentiality regarding each others business sources and/or their affiliates, and shall not disclose any information relating to such sources to any third party with the exception of such disclosures necessary to effect successful completion of transactions on which the Parties are collaborating. No Party shall, directly or indirectly, initiate any contact with, accept any contact from or enter into any discussions or negotiations with any source or its affiliates that has been made available by any other Party, even on transactions being collaborated on, except through the Party that made the source available. No Party shall in any way whatsoever circumvent or attempt to circumvent any other Party in any transaction the Party wishes to enter into. In the event of breach of this Agreement or circumvention by any Party covered hereunder, whether direct or indirect, the damaged Party shall be entitled to compensation including but not limited to, monetary compensation equal to the maximum amount it would otherwise have received from any transactions, plus all costs and expenses, including legal fees, incurred in the recovery of such compensation and other damages. All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the Parties relating to transactions covered by this Agreement, shall be allocated and distributed as mutually agreed. This Agreement shall cover any and all transactions arising from the use of inform ation provided by any of the Parties for a period of five (5) years from the date of inception of this Agreement, with renewal to be agreed upon between the Parties. This Agreement shall be construed in accordance with the laws of England. All claims or disputes arising out of or in connection with the present Agreement, which are not settled between the Parties themselves, shall be settled either in a court of law having appropriate jurisdiction or by binding arbitration with the method of dispute resolution to be selected by the aggrieved Party. a. Any Party to this Agreement shall have the right to have recourse to and shall be bound by the pre-arbitral referee procedure of the International Chamber of Commerce in accordance with its Rules for a Pre-Arbitral Procedure. Arbitration, if selected, shall be under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The findings of any arbitration proceedings shall be final and binding on all Parties with any resulting award enforceable internationally in any court of law having appropriate jurisdiction.
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..................................................... A. I. Sinclair for and on behalf of Aligned International Services Corporation Page 2 of 2
........................................................ ...(name)... for and on behalf of ...(company)...