NON-CIRCUMVENTION, NON DISCLOSURE & WORKING AGREEMENT
WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce.
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 (hereinafter referred to as “Affiliates”).
NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:
1. TERMS AND CONDITIONS
A. The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source and,
B. The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sources only to the named parties pursuant to the express written permission of this party who made available the source, and,
C. That they 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 established will not be affected.
D. That they will not disclose company names, addresses, e-mail address, website, telephone and tele-fax or telex numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and
E. That they further undertake not to enter into business transaction with banks, investors, sources of funds, association, government agencies 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 sale of this agreement, it does not matter whether information obtained from a natural or a legal person.
F. 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 or 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 the Agreement, relating to any and all transactions will be allocated as mutually agreed.
H. 所有双方因协议中交易所获得的报酬、收益、分红、参与费用或佣金都将依照彼此最初 同意之比例分红。
I. This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in All Commonwealth Country’s, European Union Country’s, Asian Countries, USA Courts, or under Swiss Law in Zurich, in the event of dispute, the arbitration laws of states will apply.
I. 本合约将规范立约双方之所有交易活动，并以英联邦国家,欧盟国家,亚洲国家,美国法院 或瑞士苏黎世之法律为准据法，若有争议，将依照该国仲裁法律解决。
J. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall perpetuate for five (5) years from last date of signing and shall automatically extend to a new term of 5 years from the start of any roll, extension, renewal or additional transaction between the principals or, for a period of 5 years from the date of executing of this Agreement should no contract result.
2. AGREEMENT TO TERMS
A. Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be an executed contract. Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.
A. 任何经由传真、邮寄及电子信件送达之合约经签署后皆可视为一可履行之契约。 此合约在法律上具有强制性及可接受性，且所有行为皆需受到合约上条款之规范。
B. 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.
B. 本文件之签署人已详细阅读上述之合约，并获得充分授权后，代表双方当事人缔 结之,特此为证。
ACCEPTED AND AGREED WITHOUT CHANGE.
Party A 甲方：
Date 日期： 年月 日
Party B 乙方：
Date 日期： 年 月 日