WHEREAS, each signatory Party possesses certain information, not known by any other Party.
WHEREAS, the parties are initially desirous of conducting various business transactions in contact with third parties introduced by another Party(s) to this Agreement, for the mutual benefit of all Parties, and the undersigned parties agree, in the consideration of the foregoing promises, to abide by the following terms and conditions:
- Non-Circumvention: Each Party agrees not to directly or indirectly contact, deal with, transact, or otherwise be involved with any corporation, partnership, proprietorships, trust, individuals, or other entities introduced by another Party without the specific written permission of the introducing Party. The Parties further agree not to directly or indirectly circumvent, avoid or bypass each other regarding any contracts, renewals, cooperation, partnerships, proprietorships, trusts, or other business relationships with entities introduced or disclosed by any Party.
Each person and entity that is introduced by one Party to the other Party shall be identified in a Rider attached to this Agreement.
In the event a Party breaches this covenant of non-circumvention, then, in addition to any and all damages and amounts the non-breaching Party has a right to recover, the non-breaching Party shall be entitled to recover, as liquidated damages, fifty percent (50%) of the compensation, remuneration and monies the breaching Party receives, or as a right to receive, directly or indirectly, as a result of the breaching Party's actions. The non-breaching Party's right to receive liquidated damages is a non-exclusive remedy.
The rights, obligations and restrictions of this covenant of non-circumvention shall survive the expiration or termination of this Agreement for a period of two (2) years thereafter.
- Non-Disclosure: Each party agrees not to disclose or otherwise reveal to any third Party any non-publicly available information provided by a disclosing party, including without limitation, identities, addresses, telephone numbers, facsimile numbers, email addresses, facsimile numbers, bank codes, account numbers, financial references, technical specifications, or project information without the specific written permission of the disclosing Party.
The Party receiving the confidential information will limit access to said information to only those of the receiving Party's employees and authorized representatives having a need to know and who are bound by confidentiality agreements or other such restrictions.
- Term: This Agreement is valid for the following term: Five (5) years from the Effective Date of this Agreement.
- Parties Bound: This Agreement shall be binding upon all undersigned Parties and their heirs, successors, associates, affiliates and assigns. Each Party shall take reasonable steps to ensure that its Employees, Agents, Representatives, Officers, Independent Contractors, Shareholders, Principals and other third Parties abide by the provisions of this Agreement.
- Notice: All notices, demands, or requests given by the Parties shall be in writing transmitted to the other Party(s) at the last facsimile number or address the Party has designated.
- Language: The language in all the Agreements shall be in all cases constructed simply according to fair meaning and not strictly for or against either of the Parties and it is agreed that the English language will be used.
- Severability: Should any portion of this Agreement be declared invalid or unenforceable, then such portion shall be deemed to be severable from this Agreement and shall not effect the remainder herein.
- Integration: This Agreement constitutes the entire Non-Circumvention & Non-Disclosure Agreement between the Parties and supersedes all prior discussions, negotiations, and Agreements, whether oral or written. The Parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or arbitration process involving this Agreement.
- Amendments: Any change or amendment to this Agreement, including oral modification supported by new consideration, must be put to writing and signed by all Parties before it will be effective.
- Waiver: No waiver or default of any of this Agreement by any Party shall be implied from any omission of such Party to take action against the defaulting Party. One or more waivers of any covenant, terms or conditions of this Agreement by any Party shall not be considered to be a waiver of render, unnecessary consent or approval of said Party of any subsequent or similar acts or omission.
- Governing Law: This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without reference to conflict of laws and legal principles.
- Attorney’s Fees: If any Party files any action or brings any proceeding against others arising from this Agreement, or is made a party to any action or proceedings arising from this Agreement, the prevailing Party shall be entitled to recover as an element of is cost to suit and not as damages, reasonable attorney’s fees to be fixed by the court, arbitrator or adjudicative authority. The prevailing Party shall be the Party entitled to recover its cost to suit or arbitration, whether or not entitled to recover costs.
- Relationship: The Parties hereto shall not be deemed to be Partners or Joint Ventures, and no Party shall be liable for any other Party’s commitments or liabilities resulting from execution of this Agreement.
- Force and Effect of Documents: The Parties hereto agree that a signed telefax or other facsimile copy of this Agreement shall have the full force and effect as the original of this document.
IN WITNESS WHEREOF, the Parties hereto execute this Agreement as a sealed instrument by their authorized representative.
Globond International Inc.:
Printed Name & Title
Printed Name & Title