1. Non-Circumvention: Each Party
agrees not to directly or indirectly contact, deal with transact, or
otherwise be involved with any corporation, partnership,
proprietorships, trust, individuals, or other entities introduced by
either Party without the specific written permission of the
2. Each Party agrees not to directly
or indirectly circumvent, avoid or bypass each other regarding any
renewals, corporation, partnerships, proprietorships, trusts, or other
entities introduced by either Party.
3. Non- Disclosure: Each Party agrees not to
disclose or otherwise reveal to any third Party the identities,
addresses, telephone numbers, facsimile numbers,
E-mail addresses, telex
numbers, bank codes, account numbers, financial reference, or any
other entities introduced by either Party to the other without the
specific written permission of the introducing Party.
This Agreement is valid for the following term: Five (5) years from
the date of signing of this agreement.
5. Parties bound: This Agreement shall
be binding upon all undersigned Parties and their heirs, successors,
associates, affiliates and assigns. Each Party shall take reasonable
steps to ensure that their Employees, Agents Representatives, Officers,
Independent Contractors, Shareholders, Principals and other third
Parties abide by the provisions of this Agreement.
6. Notice: All notices, demands,
consists, or requests given by the Parties shall be in writing
transmitted by telecopier or other means of facsimile transmission
with return confirmation requested, postage prepaid, to the other
Party at the last facsimile number or address the Party has designated
by notice here in. Notice shall be considered to have been given.
7. Language: The language in all the
Agreement shall be in all cases constructed simply according to its
fair meaning and not strictly for or against of the Parties and it is
agreed that the English language is used.
8. Severability: Should any portion of
this Agreement be declared invalid or unenforceable, then such portion
shall be deemed to be severable from this Agreement and shall not
effect the remainder hereof.
9. Integration: This
Agreement constitutes the entire Non Circumvention Agreement between
the Parties and supersedes all prior discussion, negotiations and
Agreements, whether oral or written. The parties further intend that
this Agreement constitutes the complete and exclusive statement of its
terms and that no extrinsic evidence whatsoever may be introduced in
any judicial or arbitration proceeding involving this Agreement
10. Amendments: Any change or
amendment to this Agreement, including oral modification supported by
new consideration, must be reduced to writing and signed by all
Parties before it will be effective.
11. Waiver: No waiver or default of
any of this agreement by any party shall be implied from any omission
of such party to take action against the defaulting party. One or more
waivers of any covenant, terms or condition of this agreement by any
party shall not be considered to be waiver of render unnecessary
consent or approval of said party of any subsequent or similar acts or
12. Arbitration: Any controversy or
claim arising out of this agreement which is not settled between the
parties themselves, shall be settled by arbitration in accordance with
the international chamber of commerce (ICC) rules and arbitration is
the nearest regional or ICC non-circumvention and non-disclosure laws
and binding for all undersigned parties and their associates,
affiliated, employees, agents holders, principals, heirs, successors,
assigns and other third parties.
13. Attorney's Fees: If any party
files any action or brings any proceeding against other arising from
this agreement, or is made a party to any action or proceeding arising
from this agreement, the prevailing party shall be entitled to recover
as an element of their cost to suit and not as damages reasonable
attorney's fees to be fixed by the court, arbitrator or adjudicative
authority. The prevailing party shall be the party entitled to recover
their cost to suit or arbitration, whether or not entitled to recover