Whereas, this Agreement shall bind the parties mentioned below to a binding contract to establish a Non-Circumvention arrangement.
This Non-Disclosure and Non-Circumvention Agreement, (hereinafter 'Agreement'), is made and entered into this day of , by A Call Centre. (hereinafter referred to as 'ACC') a corporation organized and existing under the laws of Hong Kong, and ________________________, a ______________ Corporation (hereinafter referred to as 'Company').
Whereas, both parties desire to enter into this Agreement for the purpose of establishing a mutually beneficial relationship as it relates to the marketing and sale of products. This Agreement is entered into for the purpose of preventing the unauthorized disclosure or use of ACC' Confidential Information about Client that may be disclosed to Company. For the purposes of this Agreement, Confidential Information shall mean (a) any and all information pertaining to Client's product and services; (b) any information about Client that has commercial value or other utility in the business of ACC or that ACC is likely to engage in; (c) any information which, if disclosed, would be detrimental to ACC or Client, whether or not such information is identified as proprietary or confidential or not.
Now, Therefore, for and in good consideration of the promises and mutual benefits expressed herein, the parties hereto agree as follows:
1. Term. This Agreement shall be for a perpetual term and shall not terminate until and unless either party terminates this Agreement in accordance with Section 5 hereof.
2. Nature of Relationship: The parties acknowledge that the purpose of the relationship created herein shall be an independent contractor relationship only and that neither party shall act as or, in any event, be deemed to be an agent or employee of the other for any purpose. Both parties agree to adhere to all applicable federal and state laws, rules and/or regulations.
3. Non-Circumvention: As a condition to entering into this Agreement, Company agrees that it will not interfere or raid ACC or Client employees, or disrupt ACC' relationship with Client.
Company further agrees that it will not, directly or indirectly, for it or on behalf of, or in conjunction with any other person, firm, partnership, or corporation, divert or take away or attempt to divert or take away, call on or solicit or attempt to solicit the business or patronage of Client with whom it became acquainted as a result of Company's relationship with ACC.
4. Non-Disclosure: Company acknowledges that the Confidential Information is essential to the goodwill of the business of ACC. Company shall hold and maintain the Confidential Information regarding Client opportunity in the strictest confidence and in trust for the sole and exclusive benefit of ACC. Company shall not use for its own benefit, publish, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of ACC, any of the Confidential Information. Company shall carefully restrict access to the Confidential Information to those of its officers, directors, and employees who clearly need such access in order to participate on behalf of Company in the analysis and negotiation of a business relationship or any contract or agreement, or the advisability thereof, with ACC.
Company warrants and represents that Company will advise each of the persons to whom ACC provides access to any of the Confidential Information under the foregoing sentence that such persons are strictly prohibited from making any use, publishing, or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of ACC, and of the Confidential Information. Company shall take all necessary action to protect the confidentiality of the Confidential Information, except for its disclosure as stated in this paragraph, and agrees to indemnify ACC and Client against any and all losses, damages, claims, or expenses incurred or suffered by ACC as a result of Company's breach of this Agreement. In the event of termination (voluntary or otherwise) of this Agreement, Company agrees that it will protect the value of the Confidential Information of ACC and will prevent their misappropriation of disclosure. Company will not disclose or use to its benefit (or the benefit of a third party) or to the detriment of ACC or Client any Confidential Information.
5. Term of Agreement: The term of this Agreement shall be for a period of one (1) year from and after the date of this Agreement and shall be automatically renewed for one (1) year terms unless earlier terminated pursuant to this Agreement. Either party may terminate this Agreement upon thirty (30) days written notice to the other party.
6. Applicable Law: This Agreement shall be governed by and construed according to the laws of the State of Texas. Any action to enforce this Agreement shall be brought in the State of Texas, which shall be deemed the proper venue for all purposes.
7. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein contained. Any agreements, promises, negotiations, representations or other terms not set forth or referred to in this Agreement are of no force and effect.
8. Breach of Contract: If there is a breach of this Agreement by Company,
Company will be subject to all civil and criminal remedies applicable by
IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.
a ________________ Corporation
Date: As Its: _____________________ __________