Bilateral Non-Circumvention & Non-Disclosure Agreement
This Bilateral Non-Circumvention & Non-Disclosure Agreement (the “Agreement”) is entered into between: COMPANY NAME with a principle place of business at: COMPANY ADDRESS, CITY, STATE/PROVINCE, POSTAL CODE, COUNTRY and/or its owners, officers, and/or assigns (the “Company”), and COMMERCIAL INTERNATIONAL CORPORATION with a principle place of business at 9433 CANYON MESA DRIVE, SUITE 101, LAS VEGAS, NEVADA, 89144, USA and/or its owners, officers, and/or assigns (“CIC”) (collectively referred to herein as the “Parties”) as of the date executed by both Parties below. This Agreement is intended to cover the Parties, and any employees, consultants, agents, contractors, or third parties associated with the Parties to the best ability of the Parties. Whereas, for the purpose of this Agreement, the Parties are commercial entities whose business function is to cause the introduction of its clients and/or their potential business transactions to other entities that may potentially be party to those business transactions, then to process, manage, facilitate, mediate, and/or negotiate those business transactions until either successfully concluded and mutually agreed upon by and between the client and those other entities, or until either the client or the other entity no longer desire to pursue business transactions between them, and that the Parties may earn compensation for these services from the client and/or the other entities during the course of, and/or at the successful conclusion of, business transactions between them. Whereas, the Parties, and/or their clients, desire to engage in various types of business transactions with each other, individuals, investors, companies, banks, institutions, trusts, organizations, funds and/or other entities that also desire to engage in various types of business transactions, and/or desire to have conversations with each other regarding such potential business transactions. Whereas, each Party has access to and relationships with, or may obtain access to and form relationships with, individuals, investors, companies, banks, institutions, trusts, organizations, funds and/or other entities that desire to engage in various types of business transactions and that desire introductions to other similar entities for the purpose of pursuing and possibly engaging in these various types of business transactions with such entities, and/or brokers, agents, or mandates who have access to such entities (“Contacts”). Whereas, in the course of doing business, either Party may, from time to time, intentionally, unintentionally, directly, indirectly, or incidentally, disclose to the other Party: a) information regarding itself including, but not limited to, business functions, operations, history, plans, finances, capabilities, clients, documentation, and/or other information that may be reasonably considered propriety and/or sensitive, b) information regarding it’s Contacts, including, but not limited to, a Contact’s existence, name, personnel, contact information, functions, operations, history, plans, finances, capabilities, documentation and/or other information that may be reasonably considered proprietary and/or sensitive, and c) information regarding it’s relationship with it’s Contacts including, but not limited to, a relationship’s existence, nature, status, history, plans, and/or other information that may be reasonably considered proprietary and/or sensitive (a, b, and c collectively referred to herein as “Information”). As such, the Company and CIC agree to the following: 1) Ownership of Information. Information is, by virtue of this Agreement and disclosure by one Party to the other and/or the other’s affiliates, assigns, brokers or agents, the exclusive source and property of the disclosing Party, regardless of the method or means of such disclosure, and shall remain so for the term of this Agreement. 2) Non-Disclosure of Information. Neither of the Parties will disclose, imply, or otherwise convey to any other entity, either directly or indirectly, each other’s Information that is not common knowledge or otherwise publically available learned during the course of business with each other including Information that may have already been learned prior to the execution of this Agreement, excluding cases where either Party is required to make such disclosure to another party in order to accomplish the purpose of causing introduction, pursuing, mediating, facilitating, negotiating, or concluding potential business transactions between each other and/or one or more of each other’s Contact’s and/or abiding by or complying with legal, court, or government requirements, regulations, or mandates. 3) Non-Circumvention. Upon one of the Parties learning of the other’s Contact or relationship with a Contact during the course of business with each other, regardless of the method or means by which one Party learned of the other’s Contact or relationship with a Contact, the learned Party will not, for the purpose of engaging or potentially engaging in various business transactions with the other’s Contact, circumvent the other, nor directly, indirectly, or incidentally, engage or contact, by any methods or means, the other’s Contact without the other Party’s knowledge of such engagement or contact and expressed permission for such engagement or contact, during the term of this Agreement. Each Party will, at all times, be the primary point of contact between their Contacts and the other Party and shall remain so for the term of this Agreement. 4) Violation of Non-Disclosure. Upon any violation of the terms of this Agreement regarding disclosure of Information by either of the Parties that results in compensation of any kind paid to or received by the violating party, its affiliates, assigns, or related parties, or damages to the violated party, one-hundred percent (100%) of such compensation and damages resulting from the violation, or a US dollar amount reasonably equal to such, or $50,000 USD, whichever is greater, will be paid by the violating Party to the violated Party plus any reasonable costs and/or attorney fees incurred in collecting such compensation and damages. The violating Party shall pay the above amount(s) immediately upon demand by the violated Party. 5) Violation of Non-Circumvention. Upon any violation of the terms of this Agreement regarding circumvention of one Party by the other that results in a business transaction being successfully concluded by and between the circumventing Party, its affiliates, assigns, or related parties, and any of the circumvented Party’s Contacts whose identity, existence, information, or relationship with the circumvented Party was disclosed to or learned of by the circumventing Party during the course of business with each other, regardless of the methods or means of such disclosure or learning, then three-percent (3.0%) of the US dollar value of the business transaction successfully concluded as a result of the circumventing Party’s circumvention shall be paid to the circumvented Party by the circumventing Party plus any reasonable costs and/or attorney fees incurred in collecting such
Company’s Initials _______
CIC’s Initials _______
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monies by the circumvented Party immediately upon demand by the circumvented Party, unless the circumvented Party is otherwise due and paid, by virtue of a written agreement, another amount or form of compensation. 6) Authority and Obligation. No part of this Agreement shall obligate either Party to agree to pursue, or agree to proposed terms of any business transaction, nor is this Agreement a guarantee by either Party that any business transaction by and between the each other or each other’s Contacts will conclude successfully. Not withstanding anything herein to the contrary, in no event shall one Party have any ability to enter the other into or bind the other to any agreement, settlement, or the like, on behalf of the other without first obtaining the other’s prior written consent, which consent may be withheld at the other Party’s sole discretion. 7) Intent and Interpretation. This Agreement is to be interpreted in its broadest legal sense, and the Parties enter into this Agreement in their applicable capacities, whether private, personal, or as an authorized officer of their respective corporations or other legal entity, with full responsibility and agree to undertake voluntarily to waive and renounce any and all rights of immunity whether Diplomatic, Sovereign, or otherwise, so as to enable the Parties hereto to give full force and effect to the true purpose and intent of this Agreement. 8) Full Force. Should any part of this Agreement be found to be inapplicable, void, unenforceable, prohibited, or otherwise null, all other parts of this Agreement shall remain in full force. This Agreement is enforceable in its entirety, except when additions, changes or modifications to the Agreement are mutually agreed upon and signed by both Parties in accordance with paragraph 11 below. 9) Controversy and Dispute. Any controversy, dispute, or claim arising out of or in connection with this Agreement or breach hereof not settled amicably by the Parties shall be settled by arbitration under the statutes and laws of the State of Nevada in accordance with the rules and procedures of the American Arbitration Association. The Parties hereto agree to refer any dispute to arbitration within sixty (60) days of one party giving notice to the other in writing of the cause on any such dispute not settled amicably. Each Party agrees to use its best efforts to facilitate such arbitration conclusively agree to accept the decision of such arbitration as the final and binding decision on the controversy or claim and further agree that, without prejudice to the intent expressed in the legal interpretation paragraph above, the results of such arbitration may be entered into any court of competent jurisdiction in any country for execution thereof. In the absence of agreement upon a choice of arbiter, between the Parties, within sixty (60) days, then the arbiter shall be selected by the American Arbitration Association and appointed to resolve the dispute. 10) Jurisdiction. This Agreement shall include all transactions and part or parts thereof introduced to and among the Parties hereto wheresoever transacted in the world and this Agreement shall be governed and construed according the laws of the State of Nevada and shall be subject to the non-exclusive jurisdiction of the United States Courts. 11) Term, Conflict and Modification. This Agreement shall continue in full force and effect for a period of five (5) years from the date executed by both Parties below. In the event that other similar agreements executed by and between the Parties conflict with this Agreement, this Agreement shall supersede in those instances of conflict. Other terms of other similar agreements not addressed in, nor in conflict with, this Agreement shall be enforced by virtue of such other agreement. This Agreement may be modified, amended, or added to so long as any modifications, alterations, edits, addendums, amendments, or other changes are in writing and signed by both Parties to this Agreement.
Understood, agreed to, and confirmed received as evidenced below by the authorized signatures of the Parties:
COMPANY NAME
COMMERCIAL INTERNATIONAL CORPORATION
sign: X _____________________________________ name: title: date:
sign: X _____________________________________ name: title: date:
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