NCND SAMPLE MODEL

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.)

NON-CIRCUMVENTION, NON DISCLOSURE & WORKING AGREEMENT

WHEREAS, the undersigned wish to enter into this agreement to define certain parameters of the future legal obligations are bound by a duty of confidentiality with respect to their sources and contacts.  This duty is in accordance with the International Chamber of Commerce Convention (I.C.C. 500).

WHEREAS, the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations (hereinafter referred to as “Affiliates”)

1. TERMS AND CONDITIONS:

A.       The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement without the express permission of the party who made available source and…

B.        The parties will maintain complete confidentiality regarding each other business sources and/or their affiliates and will disclose such business source only to the named parties pursuant to the express written permission of this party who made available the source and…

C.        That they will not disclose names, addresses, e-mail addresses, telephone and telefax or telex numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and…

D.       All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the agreement relating to any and all transactions will be allocated in accordance with signed Fee Protection Agreement as mutually agreed.

E.        This agreement is valid for any and all transactions between the parties herein and shall be governed by the enforceable law in Australian Courts, Canada, USA Courts, UK Courts, Asian Countries Courts, China Courts, and French Courts or under Swiss Law in Zurich, in the event of dispute the arbitration laws of states will apply.

Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be an executed contract Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.

     ACCEPTED AND AGREED WITHOUT CHANGE

PARTY A:                                                                                             PARTY B:

Company Name:                                                                                  

Position:                                                                                               

Address:                                                                                               

Telephone Number:                                                                           

Fax Number:                                                                                        

E-mail address:                                                                                   

Signature:                                                                                                     

Printed Name:                                                                                     

Date:

            Seal: