reserva de informacion

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reserva de información

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CONFIDENTIALITY, NON-DISCLOSURE AND

CONFIDENTIALITY, NON-DISCLOSURE ANDNON-CIRCUMVENTION AGREEMENT

This CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT ("Agreement") between Global Finance Development Group ("GLOBAL") and PERU HANDS S.A.C. and/or Rafael PiedraDulanto and/or ....... .... named hereafter ("DISCLOSEE").

RECITALSWHEREAS, DISCLOSEE is contemplating entering into or participating in one or more business transactions with GLOBAL; and

AND WHEREAS, DISCLOSEE desires during the course of negotiations relating to such business transactions to obtain and review certain confidential and proprietary information concerning GLOBAL or its partners or associates; and

AND WHEREAS, DISCLOSEE recognizes that in the negotiation and/or transaction of such business, it may learn from GLOBAL, directly or indirectly, including from associates, (a) the identity, address, and telephone/fax numbers/email addresses of clients, agents, brokers, buyers, sellers, suppliers, manufacturers, manufacturer's representatives, distributors, middlemen, financiers, lending institutions, and/or bank or trust contacts; and (b) website information, trade secrets and other confidential and proprietary information; and

AND WHEREAS, GLOBAL has acquired such confidential information as a result of an investment of considerable research, time, expense and effort and is desirous of protecting himself from the consequences of unauthorized or improper disclosure of the aforementioned information;

NOW THEREFORE, in consideration of the mutual promises set forth herein, the parties hereby agree as follows:

1. Non-Disclosure of Informationa) Except upon receiving the prior express written consent of GLOBAL, neither DISCLOSEE nor its officers, directors, shareholders, subsidiaries, employees, agents, representatives, associates, or consultants will, directly or indirectly, use, disseminate or disclose "Confidential Information" of GLOBAL. For the purposes of this Agreement, "Confidential Information" shall mean information, whether or not marked "Confidential", disclosed by GLOBAL to DISCLOSEE or learned by DISCLOSEE in connection with its meetings with and information received from GLOBAL.

Such information, shall include, but not be limited to GLOBAL's customer lists, the names of employees, independent contractors, the identity, address, and telephone/fax numbers/email addresses of clients, agents, brokers, buyers, sellers, suppliers, manufacturers, manufacturer's representatives, distributors, middlemen, financiers, lending institutions, and/or bank or trust contacts,

designs, processes, inventions, know-how and secrets.

(b) "Confidential Information" does not include information which becomes generally available to the public, other than as a result of a disclosure by GLOBAL or its agents or becomes available to the DISCLOSEE on a nonconfidential basis from a source other than GLOBAL or its agents, provided that such source is not bound by a confidentiality agreement with GLOBAL.

(c) DISCLOSEE does hereby further agree to keep completely confidential and not attempt to make use of the names of clients, agents, brokers, buyers, sellers, suppliers, manufacturers, manufacturer's representatives, distributors, middlemen, financiers and/or bank or trust contacts it may learn about through GLOBAL, except through GLOBAL or with GLOBAL's express written consent as to each such contract or use, and after having entered into a compensation agreement with GLOBAL. Such person's identities shall remain confidential as well as the telephone numbers, addresses, telex numbers, etc. of such persons. This, and any other information regarding the introduced parties is the property of GLOBAL.

(d) DISCLOSEE, its officers, directors and employees agree not to circumvent, avoid, bypass, or obviate, directly or indirectly, or otherwise attempt to avoid payment of fees or commission in any transaction with GLOBAL.(e) DISCLOSEE further agrees that neither itself, nor its companies, subsidiaries, employees, agents, representatives, associates, consultants or any other entity will make contact with, contract with, deal with, or otherwise become a party to a transaction with any clients, individuals, agents, brokers, buyers, sellers, suppliers, manufacturers, manufacturer's representatives, distributors, middlemen, financial institutions, financiers, trusts, corporations, partnerships, organizations, borrowers, or any other person(s) to whom DISCLOSEE was introduced by GLOBAL, without obtaining the prior express written permission of GLOBAL.

(f) Upon termination of any negotiations with GLOBAL and upon the request of GLOBAL, DISCLOSEE shall promptly return all written Confidential Information to GLOBAL without retaining copies or extracts of such. Upon request, DISCLOSEE shall submit a verified certification that it has complied with the immediately preceding sentence.

(g) DISCLOSEE shall take all reasonable steps to assure that its companies, subsidiaries, employees, agents, representatives, associates and consultants abide by the terms of this Agreement. Such steps shall include, but not be limited to, (1) designating information of GLOBAL as "CONFIDENTIAL" and (2) requiring all persons DISCLOSEE knows will be in contact with or observe GLOBAL's systems and application procedures to countersign this Agreement on the additional signature pages attached hereto. DISCLOSEE shall furnish a copy of this Agreement to such persons and notify such persons that by executing below they manifest their consent to be bound by the terms of this Agreement.

2. No Detrimental Use. DISCLOSEE agrees that the Confidential Information will not be used by the DISCLOSEE in any way detrimental to GLOBAL, and that such Confidential Information will be kept confidential by the DISCLOSEE; provided, however, that (a) any of the Confidential Information may be disclosed to the representatives of the DISCLOSEE who need to know such Confidential Information for the purpose of evaluating a possible transaction between the DISCLOSEE and GLOBAL, or GLOBAL's shareholders/owners and (it being understood and agreed that such representatives shall be informed by the DISCLOSEE of the confidential nature of the Confidential Information and shall be directed by the DISCLOSEE to treat such information confidentially); and (b) any disclosure of the Confidential Information may otherwise be made, provided that GLOBAL consents in writing. The DISCLOSEE agrees that he/she/it will make use of the Confidential Information only for the purpose specified in this Agreement, and will not use the Confidential Information for his/her/its personal benefit at any time in the future. The DISCLOSEE agrees that he/she/it will not knowingly permit or facilitate such use by any other person or entity without the prior written consent of GLOBAL.

3. Competing Business. During the course of DISCLOSEE's association with the Company, and for a period of two (2) years thereafter, DISCLOSEE will not seek to start a competing business which utilizes the same or similar name and concept as that of the Company.

4. Disclosure of Discussions. Without the prior written consent of GLOBAL, the DISCLOSEE shall not, and will direct its representatives not to, disclose to any person or entity the fact that discussions or negotiations may take place or are taking place concerning a possible transaction between the DISCLOSEE and GLOBAL or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof.

5. Disclosure Required by Law. In the event that the DISCLOSEE is requested or required by law to disclose any of the Confidential Information, it is agreed that DISCLOSEE will first provide GLOBAL with prompt notice of such request so that GLOBAL may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement.

6. Parties Bound by Agreement. By the signature below and the execution of this Agreement, DISCLOSEE, along with its officers, directors, employees, associates, agents, independent contractors or representatives confirms that any and all corporations, organizations, firms, companies, former employees, or any other party that would benefit financially from this Agreement, are also bound by this Agreement. This Agreement shall also bind DISCLOSEE's heirs, assignees and designees.

7. Violation of Agreement. Any violation of the foregoing covenants by DISCLOSEE shall make DISCLOSEE liable for damages in favor of GLOBAL.

8. Enforcement. Any controversy, dispute or claim arising out of or relating to this Agreement, or breach thereof, that is not settled between the parties themselves, shall be submitted to arbitration, with hearings to take place in Dade County, Florida. Such arbitration shall be governed by the rules of the American Arbitration Association. Judgment rendered by the arbitrator(s) may be entered in any court with jurisdiction thereof. The prevailing party, as so designated by the arbitrator, shall be entitled to receive, apart from damages, reasonable attorneys fees, court costs, attorneys' fees, and other charges. Notwithstanding the foregoing, GLOBAL shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction to obtain equitable relief by way of injunction to enforce its rights hereunder.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida,.

10. Severability. If any part, clause, provision or condition of this Agreement is held to be void, inoperative, ineffective or otherwise invalid, its invalidity shall not affect any other part, clause, provision, or condition of this Agreement, and the remainder of this Agreement shall be carried into effect as if the invalid part, clause, provision or condition had not been included.

11. Nonwaiver. It is further agreed that no failure or delay by GLOBAL in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

12. Miscellaneous. This Agreement shall apply to any and all transaction entered into by and between the parties, including subsequent, follow-up, repeat, extended or renegotiated transactions.

13. Effective Date. This Agreement is effective on the date of signature by the parties.