Terms and Conditions:Non-Disclosure, Non-Circumvention & Working Agreement
WHEREAS, the undersigned parties are mutually desirous of doing business with respect to the arranging, selling and buying and in cooperation with one another and with third parties for their mutual benefit. The documents which are going to follow this agreement like letters of intent, full corporate offers, bank comfort letters, contract terms and conditions, banking details or pre-advised payment instruments and/or any information contained in such documents will not be passed, under any circumstance, onto another intermediary or broker or trader or whatever company or private persons who are not end buyers or end suppliers without prior specific written consent of the party(s) providing such information. This agreement is made and entered into on this date, shall obligate the undersigned parties and their partners, associates, employers, employees, affiliates, subsidiaries, parent companies, any nominees, representatives, successors, clients and assigns hereinafter referred to as the ‘the parties’ jointly severally, mutually and reciprocally for the terms and conditions expressly stated and agree to below, and that this agreement may be referenced from time to time in any document(s), or written agreements, the terms and conditions of this agreement shall apply to any exchange of information written or oral involving financial information, personal or corporate names, contracts initiated by or involving the parties and any addition, renewal, extension, roll-over amendment, renegotiations or new agreement hereinafter referred to as ‘the transaction’ (project/transaction) for the purchase of all commodities/ products/ equipment.
NOW, THEREFORE IT IS AGREED:
ARTICLE 1 – AGREEMENT NOT TO DEAL WITHOUT CONSENT
The intending parties hereby legally, and irrevocably bind themselves into guarantee to each other that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each others’ interest or the interest or relationship between the ‘parties’ with the procedures, sellers, buyers, brokers, dealers, distributors, refiners, shippers, financial instructions, technology owners or manufacturers, to change, increase or avoid directly or indirectly payments of established or to be established fees, commissions, or continuance of pre-established relationship or intervene in uncontracted relationships with manufacturers or technology owners with intermediaries entrepreneurs, legal counsel, or initiate buy/sell relationship or transactional relationship that by-passes one of the ‘parties’ to one another in connection with any ongoing and future transaction or project.
ARTICLE 2 – AGREEMENT NOT TO DISCLOSE
The ‘parties’ irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly to a third party any confidential information provided by one ‘party’ to the other or otherwise acquired, particularly, contract terms, product information or manufacturing processes, prices, fees, financial agreement, schedules and information concerning the identity of the sellers, producers, buyers, lenders, borrowers, brokers, distributors, refiners, manufacturers, technology owners, or their representative and specifically individuals names, addresses, principals, or telex/fax/telephone numbers, references, product or technology information and/or all other information advised by one ‘party(s)’ to another as being confidential or privileged without prior specific written consent of the ‘party(s)’ providing such information.
ARTICLE 3 – AGREEMENT TO HONOUR COMMISSIONS
Commissions, fees, compensation or remuneration to be paid as part of transactions covering the “parties” to this agreement, shall be agreed upon by separate written agreement by the ‘parties’ concerned and shall be paid at the time such contract designated, concluded or monies changing hands between buyers and sellers, unless otherwise agreed among the “parties”, the “parties” hereby irrevocably and unconditionally agree and guarantee to honour and respect all such fees and remuneration, arrangements made as part of a commission transaction even in the event that the ”party(s)” is not an integral member to a specific commission and fee/remuneration agreement.
ARTICLE 4 – AGREEMENT TO INFORM
In specific deals where one of the parties acting as an agent allows the buyers or buyer’s mandate, and the seller to deal directly with one another, the agent shall be informed of the development of the transactions by receiving copies of the correspondence made between the buyer or buyer’s mandate and the seller.
ARTICLE 5 – TERM
This agreement shall be valid for three (3) years commencing from the date of this agreement. This agreement has an option to renew for a period of five (5) year subject to and upon the terms and conditions agreed between both parties. This agreement shall apply to:
All transactions originated during the term of this agreement.
All subsequent transactions that are follow-up, repeat, extended or re-negotiated transactions of transactions originated during the term of this agreement.
ARTICLE 6 – ARBITRATION
All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of the British Columbia International Commercial Arbitration Centre by one or more arbitrators appointed in accordance with the said rules. Every award shall be binding on the parties and enforceable at law. By submitting the dispute to arbitration under these rules, the parties undertake to carry out any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made. Each of the parties subject to the declared breach shall be responsible for their own legal expenses until an award is given or settlement is reached, provided however, that the “party” found in default by the arbitrator(s) shall compensate in full the aggrieved “party” its heirs, assignees and/or designs for the total remuneration received as a result of business conducted with the parties covered by this agreement, plus all its arbitration costs, legal expenses and other charges and damages deemed fair by the arbitrator(s) for bank, lending institutions, corporations, organizations, individuals, lenders, or borrowers, buyers, or sellers, that were introduced by the named party, notwithstanding any other provisions of the award. The laws of Province of British Columbia will apply.
ARTICLE 7-FORCE MAJEUR
A party shall not be considered or adjudged to be in violation of this agreement when the violation is due to circumstances beyond its control, including but not limited to act of God, civil disturbances and theft or appropriation of the privileged information or contact(s) without the intervention or assistance of one or more of the parties.
ARTICLE 8-ENTITIES OWNED OR CONTROLLED
This agreement shall be binding upon all entities owned, controlled or controlled “in fact” by a party and upon the principal(s), employee(s), assignee(s), family and heirs of each party. Neither party shall have the right to assign this agreement without the express written consent of the other.
ARTICLE 9-AGREEMENT NOT TO CIRCUMVENT
The parties agree not to circumvent or attempt to circumvent this agreement in an effort to gain fees, commissions, remunerations or considerations to the benefit of the one or more of the parties while excluding another or agree to benefit to any other party.
ARTICLE 10-NOT PARTNERSHIP AGREEMENT
This agreement in no way shall be construed as being an agreement of partnership and none of the parties shall have any claim against any separate dealing, venture or assets of any other party or shall any party be liable for any other.
ARTICLE 11 – TRANSMISSION OF THIS AGREEMENT
Email or facsimile transmission of this agreement shall be legal and binding.
ARTICLE 12 – AGREE AND ATTESTED
Each representative that is signing below guarantees that he/she is duly empowered by his/her respectively named company to enter into and be bound by the commitments and obligations contained herein either as individual, corporate body or on behalf of a corporate body, and is joining to this effect, a copy of the corporate resolution authorizing it to execute the present agreement.
ARTICLE 13 – GENERAL
This Agreement shall be governed by and construed in accordance of the laws of the Province of British Columbia. Should there be any conflict between the governing laws of the jurisdiction of the company’s registered offices and this agreement, the laws of British Columbia will be the presiding law.
This Agreement is the entire agreement between the parties relating to the subject matter hereof and stands in the place of any previous agreement, whether oral or in writing. The parties agree that no amendment to this Agreement shall be binding upon the parties unless it is in writing and executed by both parties.