NON-CIRCUMVENTION AGREEMENT (NRC)

 

NON-CIRCUMVENTION AGREEMENT (NRC)

This Non-Circumvention Agreement (NRC) is made and entered into as of [Date] (the “Effective Date”), by and between:

  1. TERRAFLOW a Brazilian Corporation, whose address is at [address] (the “Disclosing Party”) Whose Signature is: ___________________, and Initials are: __________________; and
  2. SUPPLIER X ________________________ whose address is at [address] (the “Recipient Party”) Whose Signature is: ___________________, and Initials are: __________________.

RECITALS

WHEREAS, the Disclosing Party and the Recipient Party desire to enter into discussions and negotiations concerning a potential business transaction(s) (the “Transaction(s)”).

WHEREAS, the Disclosing Party may disclose certain confidential and proprietary information to the Recipient Party for the purpose of evaluating and engaging in the Transactions, including but not limited to import/export broker contacts, logistics contacts, buyers, and procurement specialists.

WHEREAS, the Disclosing Party desires to protect its proprietary interests and intellectual property rights in the Transactions, and prevent the Recipient Party from using or disclosing the Disclosing Party’s confidential information for purposes other than the Transactions.

WHEREAS, the Disclosing Party has international connections, including the US Import Export Company and other potential buyers, and desires to protect its relationships with these entities and prevent the Recipient Party from circumventing the Disclosing Party with these entities.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. Confidential Information.
    1. The Recipient Party agrees to keep confidential and not to disclose or use any confidential and proprietary information received from the Disclosing Party, including but not limited to any information related to the Transactions, any trade secrets, business plans, customer information, financial information, marketing plans, intellectual property, and any other information designated as confidential or proprietary by the Disclosing Party (“Confidential Information”).

 

  1. The Recipient Party shall use the Confidential Information solely for the purpose of evaluating and engaging in the Transactions, and shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.

 

 

  1. Non-Circumvention.
    1. The Recipient Party agrees not to circumvent, bypass, or attempt to circumvent or bypass the Disclosing Party with respect to any Transactions, including any Transactions involving the Disclosing Party’s international connections, including the US Import Export Company and any other potential buyers.
    2. The Recipient Party agrees not to contact, negotiate, contract or do business with any such international connections without the prior written consent of the Disclosing Party.
    1. This NRC shall remain in effect for a period of [Number of years] years from the Effective Date. The obligations of the Recipient Party under this NRC shall survive any termination or expiration of this NRC.
  3. Governing Law.
    1. This NRC shall be governed by and construed in accordance with the laws of the state of GOIÁS, BRAZIL, without giving effect to any choice of law or conflict of law provision or rule.
  4. Entire Agreement.
    1. This NRC constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter of this NRC.
    2. This NRC may not be modified or amended except in writing signed by both parties.
  5. Counterparts.
    1. This NRC may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
  6. Indemnification.
    1. The Recipient Party agrees to indemnify, defend and hold harmless the Disclosing Party and its affiliates, directors, officers, agents and employees from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any breach of this NRC by the Recipient Party or any use or disclosure of the Confidential Information by the Recipient Party or its affiliates, directors, officers, agents or employees.
  7. Remedies.
    1. The parties acknowledge and agree that a breach of this NRC may cause irreparable harm to the Disclosing Party, for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available to it at law or in equity.
  8. Notices.
    1. All notices, requests, consents, claims, demands, waivers, and other communications under this NRC shall be in writing and addressed to the recipient at its address set forth above or to such other address as the recipient may designate in writing from time to time.
    2. All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid).
  • Notice shall be deemed given (a) on the date delivered, if delivered personally; (b) on the date received by the courier, if sent by courier; and (c) on the third day after the date mailed, if sent by certified or registered mail.
  1. Assignmen
    1. This NRC and the rights and obligations hereunder are personal to the parties and may not be assigned or delegated by either party without the prior written consent of the other party, and any attempted assignment or delegation without such consent shall be void and of no effect.
  2. Waiver.
    1. No waiver by either party of any breach by the other party of any of the provisions of this NRC shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.
    1. The section headings contained in this NRC are for reference purposes only and shall not affect in any way the meaning or interpretation of this NRC.
  4. Counterparts.
    1. This NRC may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have executed this NRC as of the date first written above.

TERRAFLOW

By: _______________________

Name: [Your Name]

Title: [Your Title]

 

[Recipient Company Name]

By: _______________________

Name: [Recipient Name]

Title: [Recipient Title]

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