Ecocar Motors NCND
Please Sign Agreement For, Mutual Non-Circumvention & Non-Disclosure
Between Ecocar Motors Inc. referred to as Ecocar Motors Inc. and the signer, listed below referred to as The signer, after acceptance of the offer, This Non-Circumvention Non-Disclosure Agreement (the “Agreement”) is entered into and made effective as of the date of the last signature on this agreement or the date Confidential Information (as defined herein) is first exchanged, whichever first occurs (the “Effective Date”) by and between Parties identified below as the signer And Ecocar Motors Inc. 4780 I-55 N Ste 100 PMB 2354 Jackson, MS 39211, USA, The Parties are entering into this Agreement on their own behalf and on behalf of their respective partners, shareholders, members, managers, directors, principals, employees, representatives, The Agencies, attorneys, successors and assigns (as applicable). Parties may each be referred to as a “Party,” and may be referred to collectively as the “Parties.” Each Party may also be a disclosure and/or a recipient of Confidential Information (as defined below) and, consequently, each Party may also be referred to as a “Disclosure” or as a “Recipient.” NOW, THEREFORE, for and in consideration of the foregoing recitals and the mutual covenants, terms, conditions, and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto stipulate and agree as follows:
1. The Parties are mutually desirous of holding discussions and meetings with each other to build and invest in Ecocar Motors Inc. (the “Purpose”).
2. Confidential Information: “Confidential Information” means any and all non-public information or materials disclosed by one Party to the Other and any person or entity associated with him or it, whether in written, oral, graphic or another form whatsoever. “Confidential Information” includes, without limitation, any order, price, item, vendor, source, charge, design, schematic, drawing, formula, data, plan, strategy, document, provenance, and any financial, personnel, and other information and materials that is disclosed by any Party that is not either already known or learned by the other Party through lawful means from another source or which is or does become public by means outside the control of the Party. Without limitation, the existence of any discussions between the Parties or any of their respective clients, employees, representatives, The Agencies s, and/or members constitute the Confidential Information subject to this Agreement.
3. Restrictions on Parties: Parties will maintain Confidential Information in strict confidence and will protect against the unauthorized disclosure or use of such Confidential Information with the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance but in no event less than reasonable care. The Parties will not disclose any Confidential Information of the other Party to any person other than those who have a “need to know” such information to carry out the Purpose and who have agreed to adhere to the terms of this Agreement. The Parties will not use the other Party’s Confidential Information for the benefit of itself or any third party or for any purpose other than for the Purpose agreed to by the Parties. The Parties will not make any copies of the other Party’s Confidential Information except to the extent reasonably necessary to carry out the Purpose. The obligations set forth in this Paragraph 2 shall survive for a period of two (2) years from the date of the last disclosure by either Party.
4. Duty of Confidentiality: Except as expressly provided in this Agreement, Recipient shall, during the term of this Agreement and thereafter as provided herein, take all reasonable measures to prevent the disclosure of Confidential Information. In the event the Recipient shall be legally compelled to disclose any Confidential Information, the Recipient will provide Disclosure with advance writtennotice and shall not be held liable for such disclosure.
5. Non-Circumvention: the signer
agrees that the company will not intentionally contact or attempt to contact anyone not associated with Ecocar Motors including any investor or terminated staff/executives or other Representative or Buyer/Product supplier directly or has been contacted by the listed parties directly, or added to his or her personal social media or any other media platform including but not limited to: phone calls, WhatsApp, Skype, Facebook, Instagram, Twitter, Linkedin without the express wrote consent of the President and CEO of Ecocar Motors Inc., Arley Ballenger.
6. LIQUIDATED DAMAGES: The parties hereby agree that a material breach of the terms of this agreement will cause substantial financial damages to the disclosing party. The specific amount of damages is difficult if not impossible to determine. Therefore, it is agreed, that if there is a final adjudication in a court of competent jurisdiction that a recipient of confidential information used that information in violation of this agreement, damages of $1.250,000 USD shall be presumed, and the disclosing party shall be entitled to recover from the party who breaches this agreement, as agreed upon damages for breach of contract. It is further agreed that $1.250,000 USD is fair and reasonable given the nature and volume of the transactions being done between the parties.
7. Injunctive Relief and Remedies: Recipient agrees that its breach of this Agreement cannot be adequately compensated by monetary damages, and agrees that Disclosure shall, in addition to any other right or remedy available to it under law or equity, be entitled to temporary and permanent injunctive relief restraining Recipient, its employees, directors and/or affiliates from any actual or threatened breach of this Agreement. No bond or other security shall be required of Disclosure in obtaining such injunctive relief. The Parties further agree that should a violation of this Agreement occur that relates to confidentiality or circumvention, the monetary damages resulting from the violation shall be actual damages plus punitive awards as determined by a court with jurisdiction over the matter, an arbitrator or other adjudicative authority. If any Party files any action arising from this Agreement and/or brings any proceeding against another Party, or is made a party to any action or proceeding arising from this Agreement, the prevailing Party shall be entitled to recover their legal cost, and not as damages, reasonable attorney's fees to be fixed by a court with jurisdiction over the matter, an arbitrator or other adjudicative authority. The prevailing Party shall be the Party which it is determined is entitled to recover their costs with respect to any suit or arbitration, whether or not they are determined to be able to recover damages.
8. Term and Termination: This Agreement shall continue. It may be terminated by either Party by written notice for cause. Notwithstanding the foregoing, the provisions of Sections 3 through 18, inclusive of this Agreement shall survive the termination or expiration of this Agreement. Page 2 of 6 Page 3 of 6.
9. Governing Law: This Agreement and all transactions contemplated hereby shall be governed by, and be interpreted in accordance with, the laws of Mississippi State.
10. Jurisdiction and Venue: The Parties waive trial by jury and agree to submit to the jurisdiction and venue of a Federal or State Court of competent jurisdiction located in Jackson, MS 39211 UNITED STATES.
11. This Agreement shall be binding upon the Parties, their successors and assigns, and no Party may assign its rights and or obligation under this Agreement without the other Party’s prior written consent. Parties signing as officers of entities also agree that by their signatures, they shall also bind themselves personally to the terms set forth in this Agreement.
12. If any part of this Agreement shall be held by a court to be void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.
13. Entire Agreement: This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject manner of this Agreement and voids, terminates, and supersedes all prior discussions, negotiations, and/or agreements, whether oral or written, including all portions of previous contracts that survive the termination of those contracts.
14. The failure of any Party to enforce at any time any of the provisions or terms of this Agreement shall not be construed to be a waiver of such provision or term at any other time
15. Any amendment or modification of this Agreement shall be in writing and executed by duly authorized representatives of the Parties.
16. The clause headings appearing in this Agreement have been inserted for the purpose of convenience and ready reference. They do not purport to, and shall not be deemed to define, limit, or extend the scope or intent of the clauses to which they appertain.
17. Confidentiality of Terms: The Parties agree that the terms of this Agreement shall remain confidential.
18. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by e-mail if sent during normal business hours of the recipient, if not, then on the next business day, provided that electronic confirmation of the e-mail is received (and can be produced) by the sender; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt, if the next day is a business day, if not on the next business day. All communications shall be sent using the contact information for the Parties set forth below or using such other contact information as Page 4 of 6 either Party may designate by ten (10) days advance written notice to the other Party conforming with this Section
17. Notices to each Party shall use the addresses indicated as set forth in this Agreement.
19. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same agreement
20. If either party has to seek enforcement of the terms and conditions of this agreement, whether a suit be brought or not, the prevailing party shall be entitled to recover all fair and reasonable attorney’s fees and costs, including appeal, from the non-prevailing party. By signing the document you agree to the terms provided here. *
SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 230, 239, 270, and 274
[Release Nos. 33-8294; 34-48558; IC-26195; File No. S7-17-02]
Amendments to Investment Company Advertising Rules
Agency: Securities and Exchange Commission.
Action: Final rule.
Summary: The Securities and Exchange Commission is adopting rule and form amendments under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940 that require enhanced disclosure in investment company advertisements and that are designed to encourage advertisements that convey balanced information to prospective investors, particularly with respect to past performance. The amendments also implement section 24(g) of the Investment Company Act by permitting the use of a prospectus under section 10(b) of the Securities Act with respect to securities issued by an investment company that includes information the substance of which is not included in the investment company's statutory prospectus.