NON-CIRCUMVENT AGREEMENT

This Non-Circumvent Agreement (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE DISCLOSING PARTY], having registered office at [INSERT ADDRESS OF THE DISCLOSING PARTY] (hereinafter referred as the “Disclosing Party”. which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE RECIPIENT], having registered office at [INSERT ADDRESS OF THE RECIPIENT] (hereinafter referred as the “Recipient” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Disclosing Party and the Recipient shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. The Disclosing Party has a business opportunity [INSERT DETAILS OF THE BUSINESS OPPORTUNITY] to share with Recipient and any and all other opportunities relating to or derived from such opportunity, and;
2. The parties have protective and actual relationships with clients and others which hold to be essential to the conduct and profitability of its enterprise, and;
3. The parties recognize that mutual benefit may be derived when one party is introduced to or becomes acquainted with a third party identified to it by the other party, and;
4. The parties recognize that any such identification or location or introduction is a trade secret and is the exclusive and sole property of the disclosing party
5. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. NON-CIRCUMVENTION
   1. During the term of this Agreement, the Recipient agrees not to contact, initiate contact, or attempt to do business with, at any time for any purpose, either directly or indirectly, any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of the business opportunity, or otherwise referred by the Disclosing Party to the Recipient for the purpose of circumventing, the result of which shall be to prevent the Disclosing Party from realizing a profit, fees, or otherwise, without the specific written approval of the Disclosing Party; such approval will be specifically granted in written form by the Disclosing Party on a case-by-case basis. If such circumvention shall occur, the Disclosing Party shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.
2. TERM
   1. The obligations of non-circumvention shall survive [INSERT TERM OF THE AGREEMENT]. Either party may terminate this Agreement at any time upon written notice to the other party. Termination shall not affect confidentiality obligations with respect to any confidential information or business contacts that were obtained prior to the effective date of termination.
3. BREACH OF THIS AGREEMENT
   1. In the event of a breach of this Agreement, Recipient shall be liable for all damages, including but not limited to any financial losses incurred by the Disclosing Party as a result of the breach.
4. TRADE SECRETS
   1. All information that is exchanged or becomes known through the course of the business transaction between the Disclosing Party and Recipient shall be deemed trade secrets. Trade secrets can include, but are not limited to, prepared information packages, financials, related documents, names of potential acquisitions, intermediaries, contacts and deal sources; deal structures, and financial considerations. The Parties agree to preserve and protect the confidentiality of such information and shall not disclose this information without written permission from the other.
5. CONFIDENTIAL INFORMATION
   1. Parties will keep confidential the trade secrets, names and other personal information related to the business opportunity introduced or disclosed to the other party, and that their corporations, partnerships, divisions, associates, firm, employees, contractors, agents, joint ventures, assigns, consultants, or designed will not contact, participate or negotiate in any transactions with any of the contacts without first signing a written agreement with the party who provided such contact unless that party gives prior written consent.
   2. If it appears that Recipient has disclosed (or has threatened to disclose) confidential information in violation of this Agreement, the Disclosing Party shall be entitled to obtain an injunction to restrain Recipient from disclosing the confidential information in whole or in part. Disclosing Party shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
   3. Upon written request of the Disclosing Party, Recipient shall return all written materials containing confidential information. Recipient shall also deliver to the Disclosing Party written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.
6. APPLICABILITY OF THIS AGREEMENT
   1. Both parties agree that the provisions of this Agreement extend to the employees, officers, and representatives of their respective businesses.
7. RELATIONSHIP
   1. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
8. SEVERABILITY
   1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
9. GOVERNING LAW AND JURISDICTION
   1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT COUNTRY/STATE OF APPLICABLE LAWS]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION].
10. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. DISCLOSING PARTY: [INSERT EMAIL ID OR/AND ADDRESS OF DISCLOSING PARTY]
       2. RECIPIENT: [INSERT EMAIL ID OR/AND ADDRESS OF RECIPIENT]
11. ENTIRE AGREEMENT
    1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
12. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Disclosing Party

Name: [NAME OF DISCLOSING PARTY/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF DISCLOSING PARTY]

Signed, sealed and delivered on behalf of Recipient

Name: [NAME OF RECIPIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF RECIPIENT]