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 sources available.
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 altered.

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 signatories.

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, and;

      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.


From time to time the specifics of any given sale may result in the 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 PDF icon below.

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