NON-DISCLOSURE- AGREEMENT
  • NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT

    I am Diamond Property Sourcing and Oakley Blythe Quantity Surveyors Ltd

    Effective from {enterTodays} Andii Angela Diamond Trading as Diamond Property Sourcing (the "Disclosing Party") or (the Recipient) of 4 Southmead Way, Walsall, WS2 8JD shall provide information about her contact(s)/contractor/property deals to, {thedisclosing} of {thedisclosing} (hereinafter the "Affiliate"), and (the "Receiving Party"), and together with the ("Disclosing Parties" For the purpose of this agreement the Receiving Party also includes any companies, subsidiaries, trusts or other vehicles in any jurisdiction in which the individual(s) and companies named above are either directly or indirectly owners, part owners, partners, shareholders, directors, shadow directors, functionaries, employees, or beneficiaries as well as third-party clients. The information being provided is in connection with consideration of certain real estate transactions in England including Europe, Africa, North America, South America and Asia (The "Transactions") and in relation to the developments being undertaken by Andii Diamond of T/A Diamond property Sourcing (the "Disclosing Party"), Africa, North America, South America and Asia. The purpose of this letter is to set forth the terms and conditions under which such information will be maintained in confidence by the Receiving Party. In consideration of the mutual covenants contained herein, the Parties agree as follows:

  • NON-DISCLOSURE

  • 1. "Confidential Information", hereinafter also referred to as "Information", as used herein shall mean technical and/or business information which is disclosed by the Disclosing Party to the Receiving Party, is related to confidential business and/or technical information in connection with the Transactions, and is in written, graphic, recorded, oral or other form. 2. Notwithstanding any of the foregoing, the following information shall not be deemed Confidential Information; information which is: a. in the public domain or falls into the public domain through no breach of this letter on the part of the Receiving Party; b.rightfully obtained by the Receiving Party from a third party not under any obligation of confidentially to the Disclosing Party; or c. disclosed pursuant to the requirement of any governmental agency, court or by operation of law.

    3. For so long as the information is confidential the Receiving Party will restrict disclosure of the Information to: a. solely those of its employees, agents or advisers ("Employees" and referred to under "Respective Representatives") with a need to know and not disclose it to third parties, and advise its Employees who receive Information of the obligation of confidentially expressed in this Agreement. b. solely those parties which have been listed in writing by the Receiving Party and approved in writing by the Disclosing Party ("Approved Third Parties" and referred to under "Respective Representatives" including third-party clients) 4. The Receiving Party and the Disclosing Party each agree not to make any disclosure or contact our contacts (other than their Respective Representatives a. that the Parties are having or have had discussions, or that the Receiving Party has received information from the Disclosing Party concerning the Transactions. b. that the Receiving Party is considering the Transactions, or c.concerning any discussions related to the Transactions including the status thereof, any termination thereof, any decision on the part of the Receiving Party to no longer consider any such Transactions or any of the terms, conditions or other facts with respect thereto; provided that the Receiving Party may take such disclosure upon receiving the advice of its counsel that such disclosure is required by applicable law or regulations.

    The Parties agree that unless and until a definitive agreement with respect to any Transaction has been executed and delivered, neither of the Parties will be under any legal obligation of any kind whatsoever with respect to such Transaction. If the Receiving Party should decide not to proceed

  • NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT

    with any transaction, the Receiving Party will promptly notify the Disclosing Party of such decision. In that case, or if the Disclosing Party should elect at any time to terminate further access by the Receiving Party to the information for any reason, the Receiving Party will, atits option, within five business days either redeliver to the Disclosing Party or destroy all copies of the Information.

    5. The Receiving Party understands and accepts that neither the Disclosing Party nor any of its directors, officers, employees, agents, representatives or advisers has made or makes, nor is authorised to make any representation or warranty, express or implied, as to the accuracy or completeness of the contents of the Confidential Information or any other information which may be disclosed to the Receiving Party by the Disclosing Party and that, except as may expressly be provided in any definitive sale and purchase or similar agreement in writing, neither the Disclosing Party nor any of its directors, officers, employees, agents, representatives or advisers shall have any liability to you in contract, pre-contract, tort delict or for breach of statutory duty or otherwise in respect of the contents of the Confidential Information or any errors, omissions or mis-statements in respect thereof. 6. The Receiving Party agrees that any public disclosure or any government filing which mentions the Disclosing Party; or its affiliates will require prior consent of the Disclosing Party.

    7.The Parties shall not, whether directly or indirectly, or whether on its own account or the account of any other person, firm or company, or as agent, director, partner, employee, consultant, adviser, finder or shareholder; 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.

    8. The Parties shall not disclose any contact revealed by either 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. 9. 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. 10. 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. 11. 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. 12. 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 and binding under English Law.

    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, b. All loss sustained by the non-defaulting party by reason of such breach, c. All expenses incurred in enforcing any legal remedy rights based upon or arising out of this Agreement.

  • NON-CIRCUMVENTION, NON-DISCLOSURE AND WORKING AGREEMENT

    13. 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. 14. 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. 15.The purpose of this instrument is to establish an internationally recognized Non-Circumvention, Non-Disclosure, and Working 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. Accepted and Agreed: On (Enter Date):

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  • (the "Affiliate" or the recipient) 

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