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NON-CIRCUMVENTION / NON-DISCLOSURE /
FEE AGREEMENT
Page one (1) of three (3 )
Seller’s Transaction Code:
This agreement, effective this ____day of ______________, 2000, is between
the undersigned parties involved in the transaction defined by codes above,
hereby join and bind together, for mutual benefit and protection, all
the undersigned:
WITNESSETH; whereas, the parties (including their associates, agents,
affiliates and/or representatives collectively or individually referred
to as “affiliates” herein) contemplate entering into or participating
in one or more business transactions concurrently herewith and/or hereafter
during the term if this agreement (hereafter individually and/or collectively
referred to as the “subject business”) and whereas parties mutually recognize
that in such subject business each may learn from the other (including
affiliates) the identity, address, and/or telephone/facsimile numbers
of clients, brokers, buyers, sellers, financiers, (hereinafter referred
to as “confidential sources”) and/or information relating to bank accounts,
transaction codes, participating bank and or entities (hereinafter referred
to as “confidential information”) which the other party possesses and
may have acquired at substantial cost or effort.
1. NON-CIRCUMVENTION:
Neither party (including affiliates of such party) will attempt,
directly or indirectly, to contact the other parties transaction banks
on matters of subject business or contact or negotiate with a confidential
source or make use of any confidential information of the other party,
except through such other party or with the express written consent of
such other party as to each such contact and/or use, after having entered
into a commission agreement with such other party. The parties or their
affiliates shall not contact, deal with, or otherwise become involved
in any transaction with any corporation, partnership, individual, any
banks, trust or lending institutions which have been introduced by the
other party without the permission of the introducing party. Any violation
of this covenant shall be deemed an attempt to circumvent such other party,
and the party so violating this covenant shall be liable for damages in
favor of the circumvented party.
2. NON-DISCLOSURE:
All confidential sources and confidential information of each party are
valuable property and shall remain the exclusive property of such party.
Neither party (nor any of such parties’ affiliates) will disclose to any
third party any confidential information of the other party obtained in
the transaction of the subject business.
3. TERM / JURISDICTION:
This Agreement shall be binding upon the parties and their respective
legal representatives, successors, and assigns for a period of three (3)
years from the date last affixed herein, including any extensions. This
Agreement shall be deemed to have been made in the province of Gauteng
within South Africa, and shall be construed and interpreted in accordance
with the laws of said State, including those of the applicable International
Law.
Initials______ Initials ______ Initials______ Initials______
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Seller’s Transaction Code:
4. ARBITRATION / DAMAGES / COSTS:
In the event of any dispute as to meaning or enforcement of this Agreement,
parties are to submit the matter to binding arbitration. Upon any breach
of this Agreement, the party default will pay to the other party (I) the
non-circumvention damages; (ii) all losses and/or breach; (iii) all expenses
incurred in enforcing any legal remedy and/or right(s) based upon or arising
out of this Agreement.
5. WAIVERS:
No delay or failure by any party to exercise any right under this Agreement,
and no partial or single exercise of the right, shall constitute a ..........................
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