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CONFIDENTIALITY, NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT

This agreement (hereinafter the Agreement) is entered into on between

th

April,2012 by and

TENLON GLOBAL HOLDINGS LIMITED (hereinafter called the Company) with a place of business at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British

Virgin Islands which shall be interpreted as including all associated entities (hereinafter the Company) of the first part and;
_________________________________________________________________________ ________________________________________________________, (hereinafter the

Special Party) which shall be interpreted as including all associated entities of the Special Party, its officers, directors, shareholders, agents, relatives, consultants, attorneys and affiliates of the second part; Whereas the Company has a business investment opportunity, which it desires to present to the Special Party and any and all other opportunities relating to or derived from such opportunity (The Opportunity). To enable the Special Party and the Company to work jointly with respect to certain business, it may be necessary for either of the Parties (the Disclosing Party) to disclose information to the other Party (the Receiving Party) that is of a confidential nature and/or proprietary to the Disclosing Party (hereinafter Confidential Information). In consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

DEFINITION As used herein, the term Confidential Information shall include: 1.1 Tangible information, including but not limited to: information summaries, business plans, prospective business opportunities, etc, which has been disclosed by the Disclosing Party to the Receiving Party and are designated as Confidential, Restricted, Secret, or any other similar term; 1.2 Any of the above information that is disclosed orally between the Parties and designated as Confidential; 1.3 Information, which is observed or disclosed during a visit to either Partys facilities and which is identified or designated as being Confidential; and 1.4 For the purposes of this Agreement, the term Confidential Information shall mean specifically: any information relating to the Russia Refinery for M100-75 and D2. 2 NON-DISCLOSURE OBLIGATIONS

Both Parties agree that for a period of two (2) years commencing on the date of this Agreement, they will protect the confidentiality of any Confidential Information by not: 2.1 Disclosing any Confidential Information to any third party without the prior written consent of the Disclosing Party; 2.2 Disclosing any Confidential Information to any employee who does not have a reasonable need to know such information and/or is not bound by this Confidentiality Agreement; 2.3 2.4 Reproducing the Confidential Information in any manner; Using any part of the Confidential Information for any purpose except as means of evaluation of possible business collaboration between the two Parties to this Agreement;

2.5

In addition, the Special Party shall return to the Company all tangible information disclosed to it hereunder upon written notice requesting the same; and

2.6

The obligations of confidentiality herein shall not apply to any information or material, which the Receiving Party can prove was in the public domain at the time of receipt by the Receiving Party or has subsequently entered into the public domain other than by reason of breach of this Agreement.

NON- CIRCUMVENTION The Special Party further agrees that for a period of three (3) years commencing on the date of this Agreement, hereby irrevocably agrees, and guarantees, directly or indirectly, not to interfere with, circumvent, or attempt to circumvent, avoid, by-pass, initiate or attempt to initiate contact with the current owners of the Opportunity, its officers, directors, shareholders, agents, relatives, consultants, attorneys and affiliates, whose identity and such Opportunity was revealed through the Companys offering as defined herein, unless such form is expressly given in written form by the Company on a case by case basis. The Special Party further undertakes not to enter into a transaction or series of transactions of any kind with the Opportunity, without the express written consent of the Company, which agreement may be withheld at the Companys sole discretion.

RIGHTS The disclosure of such Confidential Information to the Receiving Party shall not cause it to have any rights for use or otherwise with respect to such Confidential Information except for the limited purpose stated herein. No license to the Receiving Party is granted or implied by the disclosure of any Confidential Information.

GOVERNING LAW This Agreement shall be construed in accordance with, and governed by, the laws of The Special Administration Region of Hong Kong.

ARBITRATION Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation of it, shall be settled by binding non-appealable arbitration in Hong Kong, under the commercial arbitration rules of the SAR Hong Kong then existing, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy.

RECOVERY OF LITIGATION COSTS If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing Party or Parties shall be entitled to recover reasonable attorneys fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties with respect to said Confidential Information and supersedes all previous communications, whether written or oral between the Parties hereto. No modification and amendment shall be binding upon either Party hereto except by mutual written agreement by both Parties.

In witness hereof, the Parties hereto have caused this Confidentiality Agreement to be executed by their respective authorized representatives as of the later of the dates written below.

SIGNED BY

SIGNED BY

For and on behalf of


_____________________________

For and on behalf of


Tenlon Global Holdings Limited

The Special Party

The Company

_______________________________
Name: _____________________ Title: _____________________ Date: _____________________

_______________________________
Name: _____________________ Title: _____________________ Date: _____________________

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