NON-COMPETITION AGREEMENT

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

DISCLOSING PARTY: PARTY A – XXXX

[Address] [City, State, ZIP]

[Country]

RECEIVING PARTY: PARTY B -XXXX LLC

[Address] [City, State, ZIP]

[Country]

WHEREAS, Party A_____________________ initials __________ intends to disclose certain confidential and proprietary information to Party B_____________________ initials __________, including but not limited to information related to a potential soybean deal involving 100,000 tons per month for 12 months;

WHEREAS, Party A’s supplier and Party B’s broker wish to remain confidential until this contract is signed and agreed upon, with the understanding that their identities will be disclosed thereafter. Both parties acknowledge that this confidentiality is necessary to protect their business interests, and that upon the signing of this contract, the identities of the supplier and broker will be disclosed to each other. This confidentiality is intended to facilitate a mutual understanding and commitment to conducting good business practices between the parties.

WHEREAS, Party A and Party B desire to protect the confidentiality of the disclosed information and establish certain rights and obligations in connection therewith;

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

CONFIDENTIAL INFORMATION AND NON-DISCLOSURE
- Party A may disclose certain confidential and proprietary information to Party B for the sole purpose of evaluating and discussing the potential soybean deal.
- “Confidential Information” refers to any and all information, whether tangible or intangible, that is designated as confidential or proprietary by Party A or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential or proprietary by Party B. Such Confidential Information may include, but is not limited to, the following:
  - Business plans and strategies, including information related to Party A’s proposed soybean deal, target markets, and product development plans;
  - Financial information, including budgets, projections, and forecasts, as well as any information related to Party A’s financial condition, assets, liabilities, and investments;
  - Marketing strategies, including information related to Party A’s promotional activities, advertising campaigns, and brand development initiatives;
  - Customer lists, including names, contact information, and purchasing histories of Party A’s customers or potential customers;
  - Trade secrets, including any technical or business information that is not generally known or easily ascertainable by others, and that gives Party A a competitive advantage; and
  - Any other information that is deemed by Party A to be confidential or proprietary.
- Party B agrees to hold all Confidential Information in strict confidence and to use such information only for the purposes of evaluating and discussing the potential soybean deal. Party B shall take all reasonable measures to protect the confidentiality of the Confidential Information, including, but not limited to, limiting access to such information to those of its employees, agents, or representatives who have a need to know such information for the purpose of evaluating the potential soybean deal. Party B shall not disclose any Confidential Information to any third party without the prior written consent of Party A, except as required by law or court order, provided that Party B provides Party A with prompt notice of such requirement and cooperates with Party A in seeking a protective order or other appropriate remedy.
- Party B shall not use any Confidential Information for any purpose other than evaluating and discussing the potential soybean deal, and shall not copy, reproduce, distribute, or otherwise disclose the Confidential Information to any person or entity without the prior written consent of Party A.
- Upon request by Party A, or upon termination of the discussions related to the potential soybean deal, Party B shall return or destroy all Confidential Information in its possession, custody, or control, including any copies thereof, and shall provide written confirmation of such destruction or return to Party A.
- Party B acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to Party A, and that Party A may be entitled to seek injunctive relief or other legal remedies to prevent such harm or to seek damages for any losses suffered as a result of such unauthorized use or disclosure.
- The obligations of confidentiality and non-use contained in this Agreement shall survive the termination of the discussions related to the potential soybean deal and shall remain in effect for a period of five (5) years from the date of disclosure of the Confidential Information.

NON-INTERFERENCE AND NON-CIRCUMVENTION
- Party B acknowledges and agrees that Party A may introduce Party B to third parties who may be interested in entering into a business relationship with Party A in connection with the potential soybean deal. Party B further acknowledges and agrees that Party A has invested significant time, effort, and resources in identifying, cultivating, and developing these relationships with third parties.
- Party B agrees not to directly or indirectly circumvent, interfere with, or attempt to circumvent or interfere with the business relationship between Party A and any third party introduced by Party A in connection with the potential soybean deal. Party B further agrees not to engage in any conduct that could harm Party A’s relationship with any such third party, including but not limited to:
  - making any false, misleading, or disparaging statements about Party A to any third party introduced by Party A;
  - soliciting, directly or indirectly, any business from any third party introduced by Party A; and
  - taking any action that could reasonably be expected to result in the termination or reduction of business between Party A and any third party introduced by Party A.
- Party B further agrees not to enter into any transaction or agreement with such third party introduced by Party A for the purpose of avoiding payment of any fees or commissions to Party A. If Party B enters into any transaction or agreement with any such third party, Party B shall promptly inform Party A of the terms of such transaction or agreement, and shall pay Party A any fees or commissions owed to Party A under the terms of the Agreement.
- Party B acknowledges that any breach of this Clause 4 by Party B will cause irreparable harm to Party A, and that Party A shall be entitled to seek injunctive relief, in addition to any other remedies available to Party A at law or in equity. Party B agrees to reimburse Party A for any and all costs and expenses, including reasonable attorneys’ fees, incurred by Party A in enforcing this Clause 2.
NON-COMPETITION
- Party B acknowledges and agrees that the Confidential Information disclosed by Party A is valuable and proprietary, and that any unauthorized use or disclosure of such information would cause irreparable harm to Party A. Therefore, Party B agrees that during the term of this Agreement and for a period of [insert duration], which shall be reasonable and appropriate in light of the nature of the Confidential Information and the industry in which Party A operates, after the termination of this Agreement, Party B shall not engage in any business activity that is in competition with the business of Party A or that involves the use of the Confidential Information disclosed by Party A, without the prior written consent of Party A.
- For the purposes of this clause, “business activity in competition with the business of Party A” shall mean any business activity that involves the production, sale, or distribution of products or services that are substantially similar to those produced, sold, or distributed by Party A. “Use of Confidential Information” shall mean any use of the Confidential Information disclosed by Party A for any purpose other than evaluating and discussing the potential soybean deal as contemplated by this Agreement.
- Party B further acknowledges and agrees that the restrictions set forth in this clause are reasonable and necessary to protect the legitimate business interests of Party A, and that Party B’s compliance with these restrictions will not prevent Party B from pursuing its own lawful business interests. Party B agrees that any breach of this clause will result in irreparable harm to Party A, and that Party A shall be entitled to seek injunctive relief and any other available legal remedies to enforce this clause.
50% COMMISSION
- Party B acknowledges and agrees to pay Party A a commission of 50% of any net profits obtained from any transaction or agreement with third parties introduced by Party A in connection with the potential soybean deal. This commission shall be payable to Party A whether during the term of this Agreement or within [insert duration] after the termination of this Agreement.
- Party B further acknowledges and agrees that the introduction of Party A’s supplier and Party B’s broker shall be made only upon the execution of the deal between Party A and Party B. At this point, Party B shall pay the 50% commission to Party A.
- For the purposes of this clause, “net profits” shall mean the gross amount received by Party B in respect of the relevant transaction or agreement, less any reasonable expenses incurred by Party B directly related to the transaction or agreement.
- Party B acknowledges and agrees that the commission payable to Party A under this clause represents a fair and reasonable compensation for Party A’s services in introducing Party B to third parties in connection with the potential soybean deal, and that Party A shall have no obligation to provide any further services to Party B in relation to such transactions or agreements.
FUTURE BUSINESS
- The Parties may agree in writing to collaborate on future business opportunities. If such agreement is reached, the terms and conditions of the future business will be set out in a separate agreement.
- Any such collaboration will be subject to the terms of this Agreement and any additional terms set out in the separate agreement. The Parties will work together in good faith to identify and pursue mutually beneficial business opportunities.
- The Parties will not be obligated to enter into any future business collaboration, and any such collaboration will be subject to the Parties’ mutual agreement on all terms and conditions, including but not limited to financial terms, intellectual property rights, and other obligations.
- If the Parties agree to collaborate on a future business opportunity, they will execute a separate agreement that sets out the terms and conditions of the collaboration. The separate agreement will be signed by both Parties and will be binding on them.

TERM AND TERMINATION

The term of this Agreement shall be [insert duration], commencing on the Effective Date and ending on the expiration of such duration, unless terminated earlier in accordance with the terms of this Agreement. Either Party may terminate this Agreement upon [insert notice period] written notice to the other Party.
In the event of termination of this Agreement, Party B shall immediately cease all use of Party A’s Confidential Information and return or destroy all copies of such information in Party B’s possession or control.
Notwithstanding any termination of this Agreement, the obligations of non-disclosure, non-circumvention, non-competition, and payment of the 50% commission shall survive for a period of [insert duration], regardless of the reason for termination. Any breach of these obligations during such period shall entitle the non-breaching Party to seek injunctive relief and any other legal remedies available to it.

INDEMNIFICATION
- Party B shall indemnify and hold harmless Party A, its officers, directors, agents, employees, successors, and assigns (collectively, “Indemnitees”), from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and court costs (collectively, “Losses”), arising out of or in connection with:
  - Any breach of this Agreement by Party B or its representatives, agents, or employees;
  - Any unauthorized use or disclosure of Confidential Information by Party B or its representatives, agents, or employees; and
  - Any claim by a third party resulting from Party B’s actions or omissions in connection with the performance of its obligations under this Agreement.
- Party B’s obligation to indemnify the Indemnitees shall be limited to the amount of actual Losses incurred by the Indemnitees and shall not exceed the total amount paid by Party B to Party A under this Agreement.
- Party A shall promptly notify Party B in writing of any claim or action that may give rise to a claim under this indemnification provision. Party B shall have the right to control the defense and settlement of any such claim or action, provided that Party B may not enter into any settlement that imposes any liability or obligation on Party A without Party A’s prior written consent.
- The provisions of this indemnification provision shall survive the termination of this Agreement for a period of [insert duration] years.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to any choice of law or conflict of law provisions or rules (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
Any dispute, controversy or claim arising out of or relating to this Agreement or its breach, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of [insert arbitration organization] as in effect at the time of the arbitration. The arbitration shall take place in New York City, New York, United States of America, and shall be conducted in English. The award rendered by the arbitrator(s) shall be final and binding on both Parties and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Each Party shall bear its own costs and expenses, including attorney’s fees, in connection with any arbitration proceeding or litigation arising out of or relating to this Agreement. However, the prevailing Party in any such proceeding shall be entitled to recover from the other Party its reasonable attorneys’ fees and other costs incurred in connection with such proceeding.
Nothing in this Agreement shall prevent either Party from seeking equitable relief from a court of competent jurisdiction to prevent irreparable harm or to enforce its intellectual property rights or any other rights under this Agreement.
Each Party hereby consents to the jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York for any action or proceeding arising out of or relating to this Agreement, and waives any objection to the venue of any such action or proceeding in such courts on the grounds of forum non conveniens or otherwise.

INDEPENDENT CONTRACTORS

The Parties acknowledge and agree that they are entering into this Agreement as independent contractors and shall perform their respective obligations under this Agreement as such. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between the Parties.
Each Party shall be solely responsible for its own employees, agents, and contractors, and shall bear all costs and expenses associated with the performance of its obligations under this Agreement.
Party B shall have no authority to bind Party A or to act on Party A’s behalf, or to represent that Party B has any such authority, unless expressly authorized to do so in writing by Party A.

SEVERABILITY
- If any provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law, such provision shall be modified or interpreted to the extent necessary to make it valid, legal, and enforceable, and the validity, legality, or enforceability of the remaining provisions of this Agreement shall not be affected.
- In the event that such modification or interpretation is not possible, the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that reflects the intent of the Parties as closely as possible.
- Any such modification, interpretation, or replacement shall be effective only in the jurisdiction in which it is made and only to the extent necessary to make it valid, legal, and enforceable.

WAIVER

In the event that either Party fails to enforce any provision of this Agreement, it shall not constitute a waiver of that provision, nor shall it constitute a waiver of any other provision of this Agreement.
Any waiver of a provision of this Agreement must be made in writing and signed by the Party granting the waiver.
A waiver of any provision of this Agreement shall not operate as a waiver of any other provision, nor shall it affect any other rights or remedies available to the Parties.
Any delay or forbearance by a Party in exercising any right or remedy under this Agreement shall not constitute a waiver of such right or remedy or of any other rights or remedies available to that Party.

ASSIGNMENT

The Parties agree that this Agreement and the rights and obligations hereunder are personal to them and shall not be assignable, transferable or sublicensable by Party B without the prior written consent of Party A.
Party A may assign this Agreement without the prior written consent of Party B to any third party that acquires all or substantially all of Party A’s business or assets.
Any attempted assignment, transfer, or sublicense in violation of this provision shall be null and void, and shall constitute a material breach of this Agreement.

ENTIRE AGREEMENT

The Parties acknowledge and agree that this Agreement constitutes the entire understanding between them regarding the subject matter hereof and supersedes all prior negotiations, discussions, correspondence, representations, understandings, and agreements, whether written or oral.
The Parties further agree that no other terms or conditions, including any terms or conditions contained in any purchase order, invoice, or other document, shall have any force or effect.
This Agreement may not be amended, modified, or supplemented except in writing signed by both Parties.
Any waiver of any term or condition of this Agreement shall be effective only if it is in writing and signed by the waiving Party.
Any failure to enforce any provision of this Agreement shall not constitute a waiver of such provision or of the right to enforce such provision.

COUNTERPARTS

If the Parties execute this Agreement in counterparts, any signature pages transmitted electronically or by facsimile shall be deemed original signatures, and all counterparts shall be construed together and constitute one and the same instrument

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

PARTY A:

YYYY

By: XXXX

Title: CEO

_______________________________

Company

_______________________________

Discloser

PARTY B:

XXXXBy: YYYY

Title: CEO

_________________________________

Company

__________________________________

RECIPIENT:

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NON-COMPETITION AGREEMENT

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