[TERMS & CONDITIONS] [NCNDA] [DRAFT LOI/BCL] [DRAFT FCO] [DRAFT CONTRACT] [DRAFT FPA] [INCOTERMS]


WFB World Food Business

NON CIRCUMVENTION / NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THE UNDERSIGNED PARTIES HEREBY CERTIFY THAT THEY ARE FULLY SATISFIED ABOUT THE GENUINENESS OF THE BUYERS AND/OR SUPPLIERS. THE DOCUMENTS WHICH ARE GOING TO FOLLOW THIS AGREEMENT LIKE LETTERS OF INTENT, FULL CORPORATE OFFERS, BANK COMFORT LETTERS, CONTRACT TERMS AND CONDITIONS, BANKING DETAILS OR PRE-ADVISED PAYMENT INSTRUMENTS AND/OR ANY INFORMATION CONTAINED IN SUCH DOCUMENTS WILL NOT BE PASSED, UNDER ANY CIRCUMSTANCE, ONTO ANOTHER INTERMEDIARY OR BROKER OR TRADER OR WHATEVER COMPANY OR PRIVATE PERSONS WHO ARE NOT END BUYERS OR END SUPPLIERS WITHOUT PRIOR SPECIFIC WRITTEN CONSENT OF THE PARTY(S) PROVIDING SUCH INFORMATION.

THIS AGREEMENT IS MADE AND ENTERED INTO ON THIS DATE, SHALL OBLIGATE THE UNDERSIGNED PARTIES AND THEIR PARTNERS, ASSOCIATES, EMPLOYERS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, ANY NOMINEES, REPRESENTATIVES, SUCCESSORS, CLIENTS AND ASSIGNS HEREINAFTER REFERRED TO AS THE "THE PARTIES" JOINTLY SEVERALLY, MUTUALLY AND RECIPROCALLY FOR THE TERMS AND CONDITIONS EXPRESSLY STATED AND AGREE TO BELOW, AND THAT THIS AGREEMENT MAY BE REFERENCED FROM TIME TO TIME IN ANY DOCUMENT(S), OR WRITTEN AGREEMENTS, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL APPLY TO ANY EXCHANGE OF INFORMATION WRITTEN OR ORAL INVOLVING FINANCIAL INFORMATION, PERSONAL OR CORPORATE NAMES, CONTRACTS INITIATED BY OR INVOLVING THE PARTIES AND ANY ADDITION, RENEWAL, EXTENSION, ROLL-OVER AMENDMENT, RENEGOTIATIONS OR NEW AGREEMENT HEREINAFTER REFERRED TO AS "THE TRANSACTION" (PROJECT/TRANSACTION") FOR THE PURCHASE OF ALL FOOD COMMODITIES/PRODUCTS/EQUIPMENT.

NOW, THEREFORE IT IS AGREED

1.    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, BY-PASS OR OBVIATE EACH OTHERS INTEREST OR THE INTEREST OR RELATIONSHIP BETWEEN THE "PARTIES" WITH THE PROCEDURES, SELLERS, BUYERS, BROKERS, DEALERS, DISTRIBUTORS, REFINERS, SHIPPERS, FINANCIAL INSTRUCTIONS, TECHNOLOGY OWNERS OR MANUFACTURERS, TO CHANGE, INCREASE OR AVOID DIRECTLY OR INDIRECTLY PAYMENTS OF ESTABLISHED OR TO BE ESTABLISHED FEES, COMMISSIONS, OR CONTINUANCE OF PRE-ESTABLISHED RELATIONSHIP OR INTERVENE IN UNCONTRACTED RELATIONSHIPS WITH MANUFACTURERS OR TECHNOLOGY OWNERS WITH INTERMEDIARIES ENTREPRENEURS, LEGAL COUNCIL, OR INITIATE BUY/SELL RELATIONSHIP OR TRANSACTIONAL RELATIONSHIP THAT BY-PASSES ONE OF THE "PARTIES" TO ONE ANOTHER IN CONNECTION WITH ANY ONGOING AND FUTURE TRANSACTION OR PROJECT.

2.    FURTHERMORE, THE "PARTIES" IRREVOCABLY AGREE THAT THEY SHALL NOT DISCLOSE OR OTHERWISE REVEAL DIRECTLY OR INDIRECTLY TO A THIRD PARTY ANY CONFIDENTIAL INFORMATION PROVIDED BY ONE "PARTY" TO THE OTHER OR OTHERWISE ACQUIRED, PARTICULARLY, CONTRACT TERMS, PRODUCT INFORMATION OR MANUFACTURING PROCESSES, PRICES, FEES, FINANCIAL AGREEMENT, SCHEDULES AND INFORMATION CONCERNING THE IDENTITY OF THE SELLERS, PRODUCERS, BUYERS, LENDERS, BORROWERS, BROKERS, DISTRIBUTORS, REFINERS, MANUFACTURERS, TECHNOLOGY OWNERS, OR THEIR REPRESENTATIVE AND SPECIFICALLY INDIVIDUALS NAMES, ADDRESSES, PRINCIPALS, OR TELEX/FAX/TELEPHONE NUMBERS, REFERENCES, PRODUCT OR TECHNOLOGY INFORMATION AND/OR ALL OTHER INFORMATION ADVISED BY ONE "PARTY(S)" TO BE ONE ANOTHER AS BEING CONFIDENTIAL OR PRIVILEGED WITHOUT PRIOR SPECIFIC WRITTEN CONSENT OF THE "PARTY(S)" PROVIDING SUCH INFORMATION.

3.    THIS AGREEMENT SHALL BE VALID FOR ONE (5) YEAR COMMENCING FROM THE DATE OF THIS AGREEMENT AND EXPIRE ON 2004. THIS AGREEMENT HAS AN OPTION TO RENEW FOR A FURTHER PERIOD OF ONE (5) YEAR SUBJECT TO AND UPON THE TERMS AND CONDITIONS AGREED BETWEEN BOTH PARTIES.

4.    LEGAL REMEDY FOR BREACH OF ANY OF THE ABOVE AGREED TO COVENANTS SHALL BE GOVERNED BY THE UNITED NATION LAWS AND THE LAWS OF THE COUNTRY/STATE/PROVINCE/COUNTRY OF THE "PARTIES" DECLARING SUCH BREACH. IN THE EVENT THAT AN AMICABLE SETTLEMENT CANNOT BE AGREED TO BY MUTUAL DISCUSSION AND/OR ARBITRATION BY A THIRD PARTY EACH OF THE PARTIES SUBJECT TO THE DECLARED BREACH SHALL BE RESPONSIBLE FOR THEIR OWN LEGAL EXPENSES UNTIL A SETTLEMENT OR JUDGEMENT IS REACHED, PROVIDED HOWEVER, THAT THE "PARTY" FOUND IN DEFAULT BY A JUDGEMENT SHALL COMPENSATE IN FULL THE AGGRIEVED "PARTY" FOR ALL IT'S LEGAL EXPENSES, NOTWITHSTANDING ANY OTHER PROVISIONS OF THE JUDGEMENT.

5.    COMMISSIONS, FEES, COMPENSATION OR REMUNERATION TO BE PAID AS PART OF TRANSACTION COVERING THE "PARTIES" TO THIS AGREEMENT, SHALL BE AGREED UPON BY SEPARATE WRITTEN AGREEMENT BY THE "PARTIES" CONCERNED AND SHALL BE PAID AT THE TIME SUCH CONTRACT DESIGNATED, CONCLUDED OR MONIES CHANGING HANDS BETWEEN BUYERS AND SELLERS, UNLESS OTHERWISE AGREED AMONG THE "PARTIES", THE "PARTIES" HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE AND GUARANTEE TO HONOUR AND RESPECT ALL SUCH FEES AND REMUNERATION, ARRANGEMENTS MADE AS PART OF A COMMISSION TRANSACTION EVEN IN THE EVENT THAT THE "PARTY(S)" IS NOT AN INTEGRAL MEMBER TO A SPECIFIC COMMISSION AND FEE/REMUNERATION AGREEMENT.

6.    IN SPECIFIC DEALS WHERE THIS OFFICE ALLOWS THE BUYERS OR BUYERS MANDATE, AND THE SELLER TO DEAL DIRECTLY WITH ONE ANOTHER, THIS OFFICE SHALL BE INFORMED OF THE DEVELOPMENT OF THE TRANSACTIONS BY RECEIVING COPIES OF THE CORRESPONDENCE MADE BETWEEN THE BUYER OR BUYER'S MANDATE AND THE SELLER.

7.    THE EXECUTION OF EACH TRANSACTION SHALL BE CO-ORIDANATED BY AN INTERNATIONAL BANK WHO SHALL SERVE AS AN "INTERMEDIARY" (HEREIN AFTER REFERRED TO AS "THE CLEARING HOUSE") WHO ARE RESPONSIBLE AND AUTHORISED TO THE FOLLOWING:

A) VERIFY THE ADEQUACY OF THE DOCUMENTATION REQUIRED TO COMPLETE THE TRANSACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, LETTER OF CREDIT, MARINE INSURANCE, BILLS OF SALE AND OTHER DOCUMENTATION;

B) CONFIRM ASSAY CHEMICAL ANALYSIS, PRICE, QUANTITY, DELIVERY AND LOCATION OF THE PRODUCT BEING BOUGHT OR SOLD

C) EFFECT PAYMENTS AND TRANSFER THE TRANSACTED AMOUNT FROM THE BUYER’S BANK BY WAY OF LETTER OF CREDIT TO THE SELLER OR THE SELLER’S BANK.

8.    IN EACH SUCCESSFUL PURCHASE, AFTER THE CONTRACT IS SIGNED, THIS OFFICE IS TO ENSURE THAT THE BUYER OBTAINS THE LETTER OF CREDIT FROM AN INTERNATIONAL BANK WITHIN SEVEN (7) WORKING DAYS.

IN WITNESS WHEREOF THE "PARTIES" HERETO HAVE EXECUTED AND DELIVERED THESE CONVENIENCE BY MUTUAL AGREEMENT THE DAY AND YEAR WRITTEN ON ALL FAXES ARE TO BE CONSIDERED ORIGINAL, LEGAL AND BINDING.

EACH REPRESENTATIVE SIGNING 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.

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COMPANY/INDIVIDUAL:  WFB World Food Business

ADDRESS:                       Headoffice Germany:

Internet: http://www.wwbo.de
Internet: http://www.wwfb.de

TEL:                                      0049 0175-3300461

FAX:                                     0049 7161 24643 or

E-MAIL:                                Email: wwbo@lycosmail.com

Email: Wwbo@wwfb.de
Email: Wfb@wwfb.de

 

SIGNED                                                                                          DATE

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COMPANY/INDIVIDUAL:

ADDRESS:

 

 

TEL:

FAX:

E-MAIL:

 

SIGNED                                                                                          DATE

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