NON-CIRCUMVENTION AGREEMENT AND WORKING AGREEMENT

by | Feb 14, 2024 | Agreements

 

 

 

 

 

 

 

 

 

 

 

 

 

[NAME OF YOUR ORGANIZATION]

NON-DISCLOSURE, NON-CIRCUMVENTION AGREEMENT AND WORKING AGREEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WHEREAS, the undersigned parties wish to enter into this Agreement on the [date] to define certain parameters of their future legal obligations, and considering their mutual promise herein and other good and valuable considerations the receipt of which is acknowledged hereby, the Parties here mutually and voluntarily agree as follows:

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

  1. Non-Solicitation and Non-Transaction. The Parties and their respective affiliates, including licensors, contractors, buyer’s appointed consignee, suppliers, manufacturers, producers, wholesalers, retailers, customers, clients, financial sources, representatives, agents, or consultants of any nature, shall not directly or indirectly solicit or accept any business from sources made available by and through the Parties, nor shall they access, contact, solicit, or conduct any transactions with such sources without the expressed and specific permission of the Party who made the source available.
  1. Business Opportunity Attachment. For each business opportunity, the Parties shall create an attachment that identifies the sources made available by each Party. This attachment shall be an integral part of this Agreement and shall hold the same value as any other clause contained herein.
  1. Confidentiality. The Parties shall maintain complete confidentiality regarding each other’s business sources and their respective affiliates. They shall not disclose any knowledge pertaining to the specifically named Parties, unless permitted by the concerned Party or granted an express written permission by the Party who made the source available.
  1. Non-Circumvention. The Parties shall not in any way whatsoever circumvent each other or attempt to circumvent each other or any other party involved in the transactions contemplated under this Agreement. Furthermore, the Parties shall ensure to the best of their abilities that the original transaction codes, data, and proprietary established are not altered.
  1. Non-Disclosure of Contacts. The Parties shall not disclose any contacts revealed by either Party to any third parties. They fully acknowledge that such information and contacts of the respective Party are confidential. The Parties shall not enter into direct or indirect offers, negotiations, or transactions with contacts revealed by the other Party who made the contacts available.
  1. Compensation for Circumvention. In the event of circumvention by any of the undersigned Parties, whether direct or indirect, the circumvented Party shall be entitled to legal monetary compensation. This compensation shall be equal to the maximum service it should realize from such a transaction, plus any and all expenses, including legal fees incurred for the recovery of such compensation.
  1. Allocation and Distribution. 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 products and 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 day due and payable, unless otherwise agreed.
  1. Term and Renewal. This Agreement shall be valid for a period of three (3) years from the date of signature. It shall govern any and all transactions between the Parties within this period. The renewal of this Agreement shall be agreed upon between the signatories.
  1. Arbitration. Any controversy, claims, or disputes arising out of or relating to any part of this Agreement or its breach, which cannot be settled between the signatories themselves, shall be settled through arbitration in accordance with the rules and procedures of the International Chamber of Commerce. Any decision or award made by the arbitrators shall be final, conclusive, and binding for the Parties.
  1. Binding Agreement. This Agreement shall be binding upon the Parties hereto. In the case of individual Parties, it shall be binding upon their respective heirs, administrators, and executors. In the case of corporate Parties, it shall be binding upon their successors and assigns.
  1. Remedies for Breach. The non-defaulting Party shall be entitled to the following remedies in the event of a breach by any Party: (i) Non-circumvention damages, i.e., the total commissions, fees, or profits that would have been due. (ii) Compensation for all loss sustained by the non-defaulting Party as a result of such breach. (iii) Reimbursement of all expenses incurred in enforcing any legal remedy or rights based upon or arising out of this Agreement.
  1. Acknowledgment. All signatories hereby acknowledge that they have read and fully understand the terms and conditions contained in this Agreement. By initializing and signing below, they unconditionally agree to the terms of this Agreement as of the date noted herein.
  1. Purpose and Guidelines. The purpose of this Agreement is to establish an internationally recognized Non-Disclosure, Non-Circumvention, and Working Agreement between the participating Parties.
  1. Counterparts and Electronic Signatures. This Agreement may be signed in one or more counterparts, including electronic or facsimile copies. The Parties agree that such copies shall be considered as legal originals, and signatures thereon shall be legally binding. In the event of any discrepancy between the English and Arabic versions of this Agreement, the English version shall prevail.

IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure and Non-Circumvention Agreement as of the Effective Date

 

 

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