INTERNATIONAL CHAMBER OF COMMERCE ( I.C.C 400 / 500 / 600 )
NON-CIRCUMVENTION, NON DISCLOSURE & WORKING AGREEMENT
This “agreement” incorporates by reference the standards of the International Chamber of Commerce (ICC), Paris, France, on Non-Disclosure, Non-Circumvention and Working Agreements – including Privacy, Confidentiality and Cooperation. It shall bind each signatory (“Party”) for five (5) years after execution regardless of the success of any specific transaction, and shall automatically extend to a new term of five (5) years from the start of any roll, extension, renewal or additional transaction between the principals. To achieve the mutual benefits of cooperation, each Party understands that:
Whereas, each Party recognizes the valuable proprietary rights which each has established, and that it is in the best interests of each to protect and preserve such rights as have been attained, maintained, developed, serviced and accomplished by each prior to this Agreement, and,
Whereas, the President of the United States, in signing HR 3723 on October 11, 1996, has authorized this Agreement by giving corporations the right to declare their contracts, clients, internal procedures and information and the transactions they engage in as corporate or trade secrets fully protected under the economic and industrial espionage laws of the U.S.A. and the International Economic Community.
Therefore, each Party signing this Agreement agrees to abide by the following terms and conditions:
Each Party agrees to not circumvent any other Party, e.g., to avoid proper payment of fees or returns to a Party or to exclude a Party from proper participation, even for a rational reason (to facilitate a deal or to avoid losing a deal). Each Party agrees to not contact, or attempt to contact, directly or indirectly, any “Confidential Contact” of any other Party, or use any “Confidential Information” provided by any other Party, or disclose any of said information to anyone or entity, without a real need and the consent of said other Party for each such contact, use or disclosure, and then only after an agreement on fees. Each Party agrees to keep private – and protect from leaks into the public domain – any and all privileged and other Confidential Information concerning any of the Parties or their activities. Each Party agrees to be responsible for compliance with this paragraph by any “Sub-Party” (partner, subsidiary, agent, employee, etc.) of his or hers who has not signed this Agreement.
Each Party hereby agrees that the terms and conditions of this Agreement shall be binding upon and enforceable by his or her heirs, executors, administrators, trustees, wards, guardians, transferees and assigns in the event of his or her death or temporary or permanent mental or physical incapacity. All documents and information provided by each principal Party shall be true and accurate representations of facts. Each principal Party agrees to indemnify and hold harmless all other Parties and their transactions, intermediaries, financial sponsors, lenders, insurance companies, guarantors, borrowers, principals, clients, joint venture partners, stock share owners, business associates, officers, employees and assigns against all claims, demands, liabilities, causes or actions and expenses, including attorney fees and court costs incurred, relating to, arising out of or in connection with that Party’s negligence, omission, misrepresentation, malfeasance, fraud, breach of contract, default, willful misconduct, bad faith or violation of any city, state, county, province, federal or international law, regulation, ordinance or stature.
Each Party holding a Confidential information document owned by another Party agrees to promptly comply with a request by the owning Party to return or destroy the document and