NON – CIRCUMVENTION, NON – DISCLOSURE & WORKING AGREEMENT
ICC / NC - ND
CONTRACT OF SALE AND PURCHASE OF BANK GUARANTEE MT760 OF BACLAYS BANK FROM LONDON
Whereas the Undersigned Parties wish to enter into this agreement to define certain parameters of their future legal obligations, and
Whereas the undersigned desire to enterinto a working business relationships to
their mutual promise and common benefit herein 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 and covenants herein and other good andvaluable considerations the receipt of which is acknowledged hereby, the Parties here to mutually and voluntarily agree as follows:
TERMS AND CONDITIONS
1. The parties hereto and/or their affiliates of what-so-ever nature shall not, in any manner solicit and/or accept any business from sources that have been made available by and through the parties hereto, nor in any manner shall access,contact solicit and/or conduct any transaction with such said sources, without the expressed and specific permission of the party who made such said sources available.
The Parties shall maintain complete confidentiality regarding each other's business and/or their affiliates and shall only disclose knowledge pertaining to these specifically named Parties as permitted by the concerned Party,unless agreed and granted an expressed written permission of and by the Party whom made the source available.
2. The Parties shall not in any way whatsoever circumvent each other and/or attempt such circumvention of each other and/or any of the parties involved in any of the transactions the Parties wish to enter and to the best of their abilities shall ensure that the original transaction codes,data and proprietary information established are not altered.
3. The Parties shall not disclose any contact revealed by either Party to any third Parties as they fully recognized such information and contract(s) of the respective Party, and shall not enter into direct and/or indirect offers, negotiations and/or transaction with such contacts revealed by the other Party who made the contact(s)available.
4. In the event of circumvention by any of the undersigned Parties, whether direct and/or indirect, the circumvented Party shall be entitled to a legal monetary compensation equal to the maximum service it should realize from such a transaction, plus any and all expenses, including any and all legal fees incurred in lieu of the recovery of such compensation.
5. All considerations,benefits, bonuses, participation, fees, and/or commissions received as a result of the contributions of the Parties to this agreement, relating to any and all transactions shall be allocated and distributed as mutually agreed. Specific arrangements, for each transaction shall be made available and/or submitted to the recipient on the very day due and payable as per each and every transaction, unlessotherwise agreed.
6. This agreement is valid for TEN (10) years from the date of signature, for any and all transactions between the Parties therein, with renewal to be agreed upon between the signatories.
7. It is further agreed that any controversy, claims, and or dispute arising out of and/or relating to any part of the whole of this agreement or breach thereof and which is not settledbetween the signatories themselves, shall be settled and binding by and through arbitration in accordance with the rules and through the institution of the International Chamber of Commerce. Any decision and/or award made by the arbitrators shall be final, conclusive and binding for the Parties and
enforceable in the Court of Law in the Country of choice of an award by the arbitrators.