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NCNDCA Common Terms & Conditions

with & betwen Alliances @ 2022R0

In this Agreement, 

  1. “Affiliate” means in relation to a Party any company which is affiliated to it and a company is deemed to be affiliated to another if the first company is controlled by, under common control with or controls the other; a company shall be deemed to have control of another if (directly or indirectly) it owns a majority of the voting shares of, or is entitled (directly or indirectly) to appoint a majority of the directors of, the other company;

  2. Whichever Party is disclosing Confidential Information shall be the “Disclosing Party” and the Party receiving Confidential Information shall be the “Recipient Party”. 

  3. “Confidential Information” means any and all data and information (including without limitation that relating to any processes, technical, and know-how of the Disclosing Party) in whatever form whether disclosed orally or in writing or any other form by the Disclosing Party for the purpose of considering or furthering the Purpose and which is either confidential, proprietary in nature or not in the public domain.

  4. “Trade Secrets”. All information that is exchanged or becomes known through the course of the business transaction between the Disclosing Party and Recipient shall be deemed trade secrets. Trade secrets can include, but are not limited to, prepared information packages, financials, related documents, names of potential acquisitions, intermediaries, contacts and deal sources, deal structures and financial considerations. 

 

Non-circumvention 

  1. During the term of this Agreement, the Recipient agrees not to contact, initiate contact, or attempt to do business with, at any time for any purpose, either directly or indirectly, any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of the business opportunity,  If such circumvention shall occur, the Disclosing Party shall be entitled to any commission due pursuant to this Agreement or relating to such transaction. 

  2. In case of breach of this Agreement, the Recipient will pay a monetary penalty that is equal to the commission or fee the Disclosing Party should have realized in such transaction. The fee or commission agreement may vary surrounding each business transaction that takes place due to this Agreement. 

 

Confidential Information & Trade Secrets

  1. The Parties agree to keep confidential the names and the other personal information of any contacts introduced or disclosed to the other party, and that their corporations, partnerships, divisions, associates, firm, employees, contractors, agents, joint ventures, assigns, and consultants will not contact, participate or negotiate in any transaction  with any of the contacts without first signing a written agreement with the party who provided such contact, unless that party gives prior written consent.

  2. The Recipient Party acknowledges that the Confidential Information, and /or Trade Secrets made available to or gained by the Recipient Party is confidential and is the property of the Disclosing Party.  The Recipient Party undertakes to the Disclosing Party to keep such Confidential Information confidential and secret and, that it will not without the prior written consent of the Disclosing Party: 

    1. disclose any Confidential Information to any third party;

    2. use any Confidential Information for any purpose other than in connection with the Purpose.

General terms

  1. The Parties hereby undertake to keep secret and confidential any discussions or negotiations with regard to the Purpose and not make any disclosure or announcement concerning, or otherwise publicize, the possibility of any arrangement between the Parties connected in any way with the Purpose, unless otherwise agreed between the Parties.

  2. This Agreement shall become effective from the date of undersigned for ten (10) years with extension and renewal option.   

  3. This Agreement and any issues or disputes arising out of or in connection with it  shall be governed by and construed in accordance with British Laws and the Parties hereby submit to the exclusive jurisdiction of the London Courts for all purposes relating to this Agreement.

  4. No amendment or modification to this Agreement shall be valid unless in writing and signed by a duly authorized representative of each of the Parties.

  5. This agreement sets forth the entire understanding of the Parties regarding the non-circumvention, non-disclosing and confidentiality, shall supersede and replace any and all prior or contemporaneous representations, agreement, or understandings of any kind, whether written or oral, relating to the subject matter hereof. 

  6. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this agreement without the prior written consent of the other party.

  7. If any provision of this agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement, all of the obligations contained in this Agreement are mutual and reciprocal.

  8. This Agreement shall be binding on the Parties, their subsidiaries, agents, brokers, divisions, associates, employees, heirs, and affiliated companies.