Non Disclosure Clause - DOC by hgh19249


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Regarding        :     Covering all trading and business discussed

This document will serve a mutual agency agreement and a Non-Circumvention and Non-Disclosure
and working agreement between the following signing parties:

Party one – Seller/Mandate :          Mr. Wouter Scheltema
                                      BAOBAB Consultancies Ltd

Party two – Buyer/Mandate :           Mr. ………………………

WHEREAS, the Undersigning wish to enter into this Agreement to define certain parameters of the
future legal obligations, are bound by a duty of confidentiality with respect tot their sources and
contacts. This duty is in accordance with the International Chamber of Commerce Convention rules
and regulations defined by I.C.C. 500 and/or other internationally accepted ethical standard for
business practice.

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, co-
ventures, trading partners, and other associated organizations (herein after referred to as “Affiliates”),

NOW THEREFORE in consideration of the mutual promises, assertions, covenants herein, and other
good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby
agree as follows.

                              ICC NCND TERMS AND CONDITIONS:

   A.       Each party hereto will be considered as an agent to the other party on behalf of the clients
   B.       The parties hereto will not in any manner, solicit, nor accept any business in any manner
            from sources not their Affiliates, which sources were made available through this
            agreement, without the express permission of the party who made available the source and,
   C.       The parties hereto will maintain complete confidentiality regarding each other’s business
            sources and/or their Affiliates and will disclose such business sources only to named parties
            pursuant to the express written permission of this party who made available the source.
   D.       The parties hereto will not 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 establishment
            will not be affected.

                                              Page 1 of 4
   Initial Party One                                                         Initial Party two
     E.        The parties hereto will not disclose names, addresses, email address, telephone and telefax
               or telex numbers to any contacts by either party to third parties and that they each recognize
               such contacts as the exclusive property of the respective parties and that they will not enter
               into any direct negotiations or transactions with such contracts revealed by the other party
     F.        The parties hereto further undertake not to enter into business transactions 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(ies) to do so. For the sake of this agreement, it does not matter whether information’s
               obtained from a natural or a legal person. The parties also undertake not to make use of a
               third party to circumvent this clause.
     G.        That in the event of circumvention of this Agreement by either party, directly of indirectly,
               the circumvented party shall be entitled to a legal monetary penalty equal to the maximum
               service it should 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.
     H.        All considerations, benefits, bonuses, participation fees and/or commissions received as a
               result of the contributions of the parties in Agreement, relating to any and all transactions
               will be allocated as mutually agreed, and hereinafter described.
               1. That any party in breach of this contract shall be liable to all injured parties for any and
                   all damages resulting from the breach, including, but not limited to, the costs of
                   enforcing this contract. If permitted, punitive damages shall be award to the aggrieved
                   party of parties.
               2. That no party shall be considered in breach of this contract if the circumstanced
                   attendant thereto were beyond the party’s reasonable control
               3. That this Non-Circumvention and Non-Disclosure clause shall be honoured and
                   maintained for 5 (five) successively years from the date of the termination of this
                   contract, due to the termination of this contract by whatever reason/s or cause/s.

                                 ICC NCND EXPIRE & TERMINATION

This agreement shall be terminated if performance by either party is impossible, or upon the death or
loss of competency, or the bankruptcy of either party. This agreement my also be terminated by
revocation upon a substantial failure in execution by the other party.

The aggrieved party shall be entitled to compensation for damages/loss, which may arise out of the
faulting party to meet his commitments according to the agreement or the business customs. The
aggrieved party may claim compensation from the defaulting party for damage/loss as a result of the
defaulting party’s abandoning or breach this agreement or other contract/s prior to the expiry of the

                                                 Page 2 of 4

Initial Party One                                                              Initial Party two

The force Majeure and Hardship (Exemption) issued by the ICC Pub. No. 421 is hereby incorporated
into this agreement or other contractual agreed.

   A. This agreement is valid for any an all transaction between the parties herein and shall be
      governed by the enforceable law in Australian Courts, Canada Courts, USA Courts, UK
      Courts, South African Courts, Kenya Courts, Singapore Courts, Egyptian Courts, India Courts,
      Turkish Courts, Maltese Courts, Vietnam Courts or under Swiss Law in Zurich, in the event of
      dispute, the arbitration laws of states will apply.
   B. The ICC Publications ICC-460/1990 for Delivery and Transportation; ICC/UCP-500,
      ICC/URR-525, ICC/URC-522 for Documentary Credit and Collection; Paris-ICC/Rules of
      Conciliation and Arbitration are hereby incorporated in to this agreement and other contractual

The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the
Agreement shall perpetuate for five (5) years from the date hereof.

                                            Page 3 of 4
   Initial Party One                                                      Initial Party two
                              ICC NCND AGREEMENT TO TERMS

   1. Signatures on this Agreement received by the way of Facsimile, Mail, and/or Email shall be
      deemed to be an executed contract. Agreement enforceable and admissible for all purposes as
      may be necessary under the terms of the Agreement.
   2. All signatories hereto acknowledge that they have read the foregoing Agreement and by their
      initials and signature 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.

                           ACCEPTED AND AGREED WITHOUT CHANGE

Party One: Seller/Mandate:


Date                   : 8 July 2007
Printed name           : Mr. Wouter Scheltema
Name of Company        : BAOBAB Consultancies
Address                : P.O.Box 20923 00202
Register Number        : C66822
Phone                  : +254.20.3871998
Fax                    : +254.20.3871998
Email                  :

Party Two: Buyer’s Mandate:


Date                   :
Printed name           :
Name of Company        :
Address                :
Register Number        :
Phone                  :
Fax                    :
Email                  :

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   Initial Party One                                                    Initial Party two

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