NCNDA - NONCIRCUMVENTION, NONDISCLOSURE & WORKING AGREEMENT

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.
2. 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 Parties as permitted by the concerned Party, unless agreed and granted and expressed written permission of and by the Party whom made the source available. This means that brokers may not reveal any source to any buyer or other broker without liability. No buyer, who gains privy to a source may reveal that source to any broker or buyer who is not a party to any transaction, without similar liability.
3. 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, date and proprietary information established are not altered.
4. The Parties shall not disclose any contact revealed by either Party to any third Parties as they fully recognized such information and contact(s) of the respective Party, and shall not enter into direct and/or indirect offers, negotiations and/or transactions with such contacts revealed by the other party who made the contact(s) available.
5. 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 three times the maximum service it should realize from such a transaction, plus any and all expenses, including any and all legal fees incurred in the recovery of such compensation.
6. In the event of circumvention by either Party, directly or indirectly, the circumvented Party shall be entitled to a legal monetary penalty equal to three (3) times the value of the transaction or the benefits derived thereof, whichever is higher, without any protest or litigation plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue. The ICC does not arbitrate for non members and a charge of $88,000 in advance, just to consider the case is unacceptable to us, so we don't use the ICC for arbitration. A private attorney will be sought, if we have a problem to resolve.
7. 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.
8. This agreement is valid for any an all transactions between the Parties herein and shall be governed by the English Law and in English language. It is further agreed that any controversy, claims, and or dispute arising out of and/or relating to any part of the whole of this agreement or breach thereof and which is not settled between the signatories themselves, shall be settled in a court of law of the United States of America.
9. 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, 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.
10. Signature to this Agreement shall be deemed to be an executed Agreement enforceable and admissible for all purposes as may be necessary under the terms of this Agreement.
11. All signatories herein 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.
12. All signatories herein further acknowledge that by their initials and signatures, that they have full and complete authority to execute the document for and in the name of the party, for which they have given their signature.
13. The purpose of this instrument is to establish an internationally recognized Non_Circumvention, Non_Disclosure Agreement between the participating Parties. 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.
14. Signatures on the NCNDA must match signatures on all other documents in particular, the IMFPA and Letter of Credit.
15. This document is for the purpose of protecting Brokers and so, Buyers and Sellers must sign before a notary public, in order to avoid claims that their signature is a forgery.

This contract shall remain in force, for the duration of the term herein, provided that supplier and representatives of supplier act in good faith to keep promises, meet delivery deadlines, provide updates in a timely fashion and provide true information to buyer and buyer_representatives. Failure to do so, releases buyer representatives from this agreement, while it continues to bind seller and seller's representatives from circumvention.

This agreement is accepted without change and attested to this 17th day of June 2009:

PARTICIPANTS TO THE AGREEMENT
First Party_Buyer's Broker #1
Name:
Title:
Nationality:
Passport Number/ID:
Company Name:
Address:
State/Province:
Country:
Telephone:
Mobile:
Fax:
E_mail:
Web:
Date:
Seal and Signature:

Second Party_Seller's Broker #1
Name:
Title:
Nationality:
Passport Number/ID:
Company Name:
Address:
State/Province:
Country:
Telephone:
Mobile:
Fax:
E_mail:
Web:
Date:
Seal and Signature: