Whereas, the Undersigned Parties wish to enter into this
agreement 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 to mutually and
voluntarily agree as follows:
1. The parties hereto and/or their affiliates of
what-so-ever nature shall not, in any manner solicit and/or
accept any business from sources that have been made
available by and through the parties hereto, nor in any
manner shall access, contact solicit and/or conduct any
transaction with such said sources, without the expressed
and specific permission of the party who made such said
The Parties shall maintain complete confidentiality
regarding each other's business and/or their affiliates and
shall only disclose knowledge pertaining to these
specifically named factors as specifically appropriate to
the concerned Parties, unless agreed and granted an
expressed written permission of and by the Party whom made
the source available. It is otherwise the intension of all
parties to act honorably as is necessitated by the factors
at hand per the given transaction of the moment.
2. The Parties shall not in any way whatsoever circumvent
each other and/or attempt such circumvention of each other
and/or any of the parties involved in any of the
transactions the Parties wish to enter and to the best of
their abilities shall ensure that the original transaction
codes, data and proprietary information established are not
3. The Parties shall not disclose any contact revealed by
any Party to any third Parties as they fully recognized such
information and contract(s) of the respective Party, and
shall not enter into direct and/or indirect offers,
negotiations and/or transaction with such contacts revealed
by the other Party who made the contact(s) available.
4. In the event of circumvention by any of the undersigned
Parties, whether direct and/or indirect, the circumvented
Party shall be entitled to a legal monetary compensation
equal to the maximum service it should realize from such a
transaction, plus any and all expenses, including any and
all legal fees incurred in lieu of the recovery of such
compensation, past, present and future.
5. 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 and all 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 very day due and payable as per each and
every transaction, unless otherwise agreed.
6. This agreement is valid for five (5) years from the date
of signature, for any and all transactions between the
Parties therein, with renewal to be agreed upon between the
7. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of
Nebraska, County of Douglas and the United States of
America, without giving effect to conflict of laws. Any
litigation or arbitration between the Parties shall be
conducted exclusively in the State of Nebraska, County of
Douglas. All Parties hereby consent to the jurisdiction and
venue of such courts and arbitrations.
8. This Agreement shall be binding upon the Parties hereto
and in the case of individual parties, their respective
heirs, administrators and executors and in the case of all
corporate Parties, their successors and assigns;
a) The non-circumvention damages, i.e., the total
commissions, fees, or profits which would have been due,
b) All loss sustained by the non defaulting party by reason
of such breach, and;
c) All expenses incurred in enforcing any legal remedy
rights based upon or arising out of this Agreement.
9. All signatories hereto acknowledge that they have read
and each Party fully understands the terms and conditions
contained in this Agreement and by their initials and
signature hereby unconditionally
agree to its terms as of the date noted herein.
10. The purpose of this instrument is to establish an
internationally recognized Non-Circumvention,
Non-Disclosure, and Working Agreement between the
participating Parties. This and future transactions shall be
conducted under the guidelines of the International Chamber
of Commerce and the aforementioned jurisdiction.
11. If any provision of this Agreement is or becomes
illegal, invalid or unenforceable in any jurisdiction that
shall not affect: the validity or enforceability in that
jurisdiction of any other provision of this Agreement; or
the validity or enforceability in other jurisdictions of
that or any other provision of this Agreement.
12. This agreement may be signed in one or more counterparts
and the Parties agree that facsimile copies of this
Agreement to be considered as a legal original and
signatures thereon shall be legal and binding.
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necessity of all parties executing our Non-Circumvent Agreement
in order to satisfy the requirements of all parties to the
sale. If this is the case, please download our Non-Circumvent Agreement by clicking the
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