[at purchase date]

BETWEEN

[DOGuidance] and  [client's full name]

  NON-DISCLOSURE AGREEMENT,

NON- CIRCUMVENTION AND

NON- COMPETITION AGREEMENT

 

WHEREAS: DOGuidance, in the first part

and [client's full name] in the second part,Collectively referred to as “The Parties”

The parties set out above and all their affiliated companies, institutions, or approved agents and official representatives shall be collectively referred to in this Agreement as Parties and each individually as a Party.

 

Whereas:

The Parties have agreed to exchange certain valuable confidential information concerning the operations and business including customers, in the widest sense of each Party, of their Affiliates and customers of their Affiliates in order to assist a Party

 

providing services or products to the other Party or otherwise in pursuance of the business relationship of the Parties (the Authorized Purpose) and each Party would as a result like to protect the confidentiality of, maintain its rights in and prevent the un- authorized use and disclosure of such information. Each Party will receive confidential information (the Receiving Party) and disclose confidential information (the Disclosing party).

It is agreed as follows:

1.  The Parties will not in any manner, solicit, nor accept any business in any manner from sources, which were made available through this agreement, without the express permission of the Party who made available the source; and

2.  The Parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sources only to named parties pursuant to the express written permission of the Party who made the source available; and

3.  That the Parties will not in any of the transactions be desirous into entering and do, to the best of their abilities assure the other that the transaction codes established will not be affected; and

4.  That they will not disclose names, addresses, email addresses, telephone numbers, account details and passwords to any third They each recognize such information is exclusive property of the respective parties and undertake not enter into any direct negotiations or transactions with the contacts revealed by the other Party; and

5.  That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the parties to this agreement, unless written permission has been obtained from the other Party(ies) to do For the sake of this agreement, it is immaterial whether information was obtained from a natural or a legal person. The parties also undertake not to make use of a third party to circumvent this clause.

6.  That in the event of circumvention of this Agreement by either Party, directly or indirectly, the circumvented party shall be entitled to damages equal to the maximum service it would have realized from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost

7.  All consideration, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the Parties in the Agreement, relating to any and all transactions will be allocated equally as mutually

8.  This Agreement is valid for any and all transaction between the Parties herein and shall be governed in courts worldwide by the enforceable Swiss

PURPOSE

The Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-competition, and a non-circumvention agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, trade secrets, private intellectual property including technology and implementation processes for some. In connection with these discussions, it may be necessary and/or desirable for the Parties to allow access to, proprietary, technical, or business data, and/or other confidential information of one Party (collectively the "Confidential Information") to the other Party. Therefore, the Parties, individually and on behalf of those they represent, agree that they are under an obligation of confidentiality. The Parties hereby agree, that the Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties’ willingness to engage in the contemplated business discussions and planning. The Parties agree that they shall not use any advantages derivable from such information in their own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing Party shall be held responsible and liable in case of a breach of this Agreement, both in their professional and personal capacity.

CONFIDENTIAL INFORMATION

1.  As used in this Agreement, Confidential Information means all non-public information which relates to the operations or business of a Party whether disclosed by a Party or by a third party and which (i) is designated or marked as confidential or which (ii), given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential or which (iii) is identified as confidential at the time of disclosure and is confirmed in writing (including by electronic communications) as being confidential within fourteen (14) calendar days of disclosure. Confidential information includes without limitation:

•  Non-public information relating to a Party’s intellectual property, technology, customers, business plans,

•  Promotional and marketing activities, finances and other business affairs; and

•  Third-party information that a Party is under an obligation to keep confidential.

2.  Confidential information may be contained in tangible materials, such as drawings, data, specifications, reports and computer programs, or may be in the nature of unwritten

3.  In consideration for a Party agreeing to disclose Confidential Information and to allow the use of the Confidential Information according to the terms of this Agreement, the Parties agree to be bound by its

IN THIS AGREEMENT:

1.  Affiliate means with respect to any specified person or entity, any other person or entity directly or indirectly controlling or controlled by or under direct or indirect common control of such a specified person or entity. For the purpose of this definition, “control”, when used with respect of any specified person or entity means the power to direct or cause the direction of the management or policies of such person or entity, whether through ownership of voting securities or by contract or otherwise. The terms “controlling” and “controlled” have correlative meaning to the

EXCLUSIONS

Confidential Information does not include any information that:

1. Is or becomes publicly available other than as a result of a breach of this Agreement by the Receiving party;

2.  Was rightfully in the possession of the Receiving party prior to disclosure of it by the Disclosing party;

3.  Was developed independently by the Receiving party without access to, or use or knowledge of, the Confidential Information;

4.  Is received from a third party who did not acquire or disclose such information in breach of an obligation of confidentiality to the Disclosing party in relation to the information;

5.  Was disclosed with the prior written consent of the Disclosing party; or

6.  Is required to be disclosed by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body or by any applicable law or

USE OF CONFIDENTIAL INFORMATION

1.  Confidential Information shall not be used for any other purpose than the Authorized Purpose. Confidential Information shall not be used directly or indirectly to procure a commercial advantage of the Receiving party over the Disclosing The furnishing of Confidential Information will not constitute an offer nor the basis of any contract or representation.

2.  The Receiving party will take all reasonable measures to avoid disclosure, dissemination or un-authorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature.

3.  Nothing in this Agreement shall prevent the Receiving party from using its full benefit or from disclosing to any other party any general knowledge or experience which may be obtained as a result of the discussions with the Disclosing party in connection with the Authorized Purpose provided that it does not use or disclose the Disclosing party's Confidential Information in breach of the terms of the

4.  The Disclosing party does not make any representation or warranty, either express or implied, about its Confidential Information and will not be liable for any loss or damage suffered by the Receiving party as a result of using the Disclosing party's Confidential

5.  The Receiving party will, in as far as reasonably possible, immediately upon receipt of a written request from the Disclosing party:Destroy all Confidential Information (and all and any copies thereof or of any part thereof); and

6.  Expunge all Confidential Information from any computer, memory device, other similar device, servers, accounts or clouds into which it was stored, provided that the obligations under this clause 6 will not extend to any notes, analyses, memoranda, other internal corporate or personal documents, prepared by the Receiving party or on behalf of the Receiving party or by any of the Authorized Recipients, which are based on, derived from, contained or otherwise make reference to the Confidential Information, provided however that the Parties shall be permitted to retain all or any portion of the Confidential Information, in accordance with the confidentiality obligations specified in this Agreement, to the extent required by any applicable law, regulation, supervisory or regulatory body or the Recipient party’s internal compliance requirements; and provided, further, that the Parties shall be entitled to retain copies of any computer records and files containing any Confidential Information which have been created pursuant to automatic electronic archiving and back-up procedures and which is not immediately retrievable as part of day- to-day business.

OBLIGATION OF NON-COMPETITION

The non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree that they shall not use any advantages derivable from any confidential information in their own business or affairs, unless it is done pursuant to a new agreement executed by all signatories to this document.

AUTHORISED RECIPIENTS

1.  The Receiving party will restrict the possession, knowledge and use the Confidential Information to its directors, officers, employees, contractors, advisers, accountants and/or representative, affiliates and to (ultimate) shareholders and/or any other third party, who have a need to possess, know or use Confidential Information in connection with the Authorized Purpose and are informed by the Receiving party of the confidential nature of any Confidential Information they may possess, know or use (the Authorized Recipients).

2.  The Receiving party will use reasonable endeavors to procure that each such Authorized Recipient shall adhere to those terms as if that person were a party to this Agreement, unless such Authorized Recipient is already bound by confidentiality or by its

DISCLOSURE TO GOVERNMENTAL ENTITIES OR REGULATORY AUTHORITIES:

1.  No disclosure of any Confidential Information will be made or solicited by any of the Parties or on any of the Parties’ behalf without the prior written consent of the other Party, unless such disclosure is required by any applicable law, regulation or by any judicial, governmental, supervisory or regulatory body to which such Party is subject, provided that each Party shall first, to the extent reasonably practicable and permitted by such law, regulation or judicial, governmental, supervisory or regulatory body, consult with the other Party regarding the proposed form, timing, nature and purpose of the disclosure.

 

ARBITRATION

1.  All disputes arising out of or in connection with the present contract shall be finally settled under the rules of arbitration of the “International Chamber of Commerce (ICC)” by one or more “Arbitrators” appointed in accordance with the said rules, except for the above referenced violation of the

2.  Every award, including the above referenced violation of the NDA, shall be binding on “The Parties” and enforceable at

3.  By submitting the dispute to arbitration under these rules, “The Parties” undertake to carry out any award without delay and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made, except for the above referenced violation of the NDA.

4. Each of “The Parties” subject to the declared breach shall be responsible for their own legal expenses until an award is given or settlement is reached, provided however, “That Party” found in default by “The Arbitrator(s)” shall compensate in full the aggrieved party its heirs, assignees and / or designees for the total remuneration received as a result of business conducted plus all its arbitration costs, legal expenses and other charges and damages deemed fair by “The Arbitrator(s)” for bank, lending institutions, corporations, organizations, individuals, lenders, or borrowers, buyers or sellers that were introduced by the named party, notwithstanding any other provisions of the award.

NOTICE OF UNAUTHORISED USE

1.  The Receiving party will notify the Disclosing party immediately upon discovery of any un-authorized use or disclosure of Confidential Information or any other breach of this Agreement. The Receiving party will co-operate with the Disclosing party in every reasonable way to help the Disclosing party regain possession of such Confidential Information and prevent its further un- authorized use.

 

OWNERSHIP OF CONFIDENTIAL INFORMATION

1.  All Confidential Information disclosed will remain the exclusive property of the Disclosing party. Nothing in this Agreement nor the disclosure of Confidential Information pursuant to this Agreement constitutes or shall be construed (express or implied) as granting to the Receiving party any rights or license in or to the Confidential Information of the Disclosing party or in any of its copyright, patent, trade secrets, trademarks or other intellectual property rights.

 

FORCE MAJEURE

 

1.  A party shall not be considered or adjudged to be in violation of this agreement when the violation is due to circumstances beyond its control, including but not limited to acts of God, civil disturbances and theft or appropriation of the privileged information or contract(s) without the intervention or assistance of one or more of “The Parties”.

 

ENTITIES OWNED OR CONTROLLED

 

1.  This agreement shall be binding upon all entities owned or controlled by a party and upon the principal(s), employee(s), assignee(s), family and heirs of each Party.

2.  Neither Party shall have the right to assign this agreement without the express written consent of the

 

AGREEMENT NOT TO CIRCUMVENT

The Parties hereby agree that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other Party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party’s, fees or otherwise, without the specific written approval other Party.

 

AGREEMENT NOT TO DEAL WITHOUT CONSENT

The intending Parties hereby legally, and irrevocably bind themselves into guarantee to each other that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, bypass or obviate each other’s' interest or the interest or relationship between “The Parties” with procedures, seller, buyers, brokers, dealers, distributors, refiners, shippers, financial instructions, technology owners or manufacturers, to change, increase or avoid direct or indirect payments of established or to be established fees, commissions/consultant fees, or continuance of pre-established relationship or intervene in uncontracted relationships with manufacturers or technology owners with intermediaries entrepreneurs, legal counsel or initiate buy/sell relationship or transactional relationship that bypasses one of The Parties to one another in connection with any ongoing and future transaction or project.

 

NOT A PARTNERSHIP AGREEMENT

1.  This particular agreement in no way shall be construed as being an agreement of partnership and none of the Parties shall have any claim against any separate dealing, venture or assets of any other party or shall any party be liable for any other.

 

TERMINATION AGREEMENT

1.  This Agreement will automatically terminate upon the completion or termination of the Parties’ business relationship; provided, however, that the obligations of the Receiving party with respect to Confidential Information will survive five (5) years following such completion or

 

MISCELLANEOUS

 

1.  No failure or delay by either Party to this Agreement in exercising any right, power or privilege to which either Party is entitled shall operate as a waiver nor shall any single or partial exercise of any such right, power or privilege preclude any other or further

2.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this This Agreement supersedes and extinguishes any previous agreement between the Parties relating to the subject matter thereof. No variation of this Agreement shall be valid unless it is agreed upon and signed by Authorized representatives of each Party.

3.  If any clause (or part of a clause) of this Agreement should be found not to be valid, lawful or enforceable by a court having proper authority or if the law changes so that it becomes invalid, unlawful or unenforceable to any extent, the clause (or part affected) will be treated as having been deleted from the remaining terms of this Agreement which will continue to be In addition, the Parties will use reasonable efforts to replace the deleted clause (or part) with a valid replacement provision, which is as close as possible to the one that has been deleted.

4.  This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures of the counterparts were on a single copy of this Agreement.

5.  Neither Party may assign this Agreement to any third party without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).

6.  The Receiving party acknowledges that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm to the Disclosing party for which monetary damages may be difficult to ascertain or an inadequate The Receiving party therefore agreed that the Disclosing party will have the right, in addition to its other rights and remedies, to apply for a court order to enforce compliance with this Agreement or to stop any breach of it, actual or threatened.

7.  The terms of this Agreement and the rights and obligations deriving therefrom are exclusively governed by and construed in accordance with the laws of the Switzerland. The competent court in the City of Geneva, Switzerland has the exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement and the Parties submit to the exclusive jurisdiction of the competent court in

 

AGREED AND ATTESTED

Each representative who signs below guarantees that he / she is duly empowered by his/her respectively named company to enter into and be bound by the commitments and obligations contained herein either as individual, corporate body or on behalf of a corporate body. In witness whereof, the parties hereto have executed and delivered these covenants by mutual agreement that day and year first written above (All written or electronic correspondence are considered Original, Legal and Binding).

 

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