NCNDA

This Non-Disclosure, non circumvention Agreement (the “Agreement”) is entered into as of ________ (Effective Date) by and between:

Chelonia, a corporation organized and existing under the laws of [State of Incorporation, USA], with its principal place of business at [Full Address] (hereinafter referred to as the “First Party); and _______ [Name, a [Type of Entity] e.g., corporation/partnership/sole proprietorship] organized and existing under the laws of [Jurisdiction], with its principal place of business at [Full Address] (hereinafter referred to as the “Disclosing Party”)

Collectively, the parties are referred to as the “Parties”.

1. Purpose and Definition of Confidential Information

The Parties enter into this Agreement to protect the confidentiality of non-public information disclosed and non circumvention by Second Party involving any transaction, in connection with the First Party’s role as a agent (intermediary) for potential bulk trade transactions (the “Transaction”) between the Second Party and third-party entities.

“Confidential Information” means any and all public and non-public information disclosed by the First Party to the Second Party (whether in writing, orally, electronically, or by inspection of physical assets) in relation to the Transaction, including but not limited to:

• Pricing structures, cost breakdowns, minimum order quantities, payment terms, and discount policies for the bulk goods (e.g., commodities, raw materials, finished products) subject to the Transaction;
• Supplier networks, production capacities, inventory levels, and logistical arrangements of the Disclosing Party;
• Customer identifiers, buyer requirements, and any prior or ongoing trade discussions with third parties related to the Transaction;
• Trade secrets, proprietary formulas, quality control protocols, and any other information marked as “Confidential” or “Private” at the time of disclosure, or which a reasonable person would recognize as confidential under the circumstances.
• Application forms, tender bid qualification criteria, submission documents, SPA.

2. Obligations of the Second Party

The Second Party shall:

a). Confidentiality

• Maintain the confidentiality of all Confidential Information and shall not disclose, copy, distribute, or otherwise make available such information to any third party (including but not limited to competitors, other trade intermediaries, or unrelated business units) without the Disclosing Party’s prior written consent;
• Use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of similar sensitivity, but in no event less than a reasonable standard of care;
• Restrict access to Confidential Information solely to its employees, agents, or representatives who have a “need to know” such information to perform duties related to the Transaction, and shall ensure that such individuals are bound by written non-disclosure obligations no less stringent than those set forth in this Agreement;
• Promptly notify the Disclosing Party in writing of any unauthorized disclosure, use, or suspected breach of this Agreement that comes to its attention, and cooperate with the Disclosing Party in investigating and mitigating such breach.
• Nothing in this Agreement grants the Second Party any right, title, or interest in or to the Confidential Information (including any intellectual property rights therein) except for the limited, non-transferable right to use such information solely for the purpose of facilitating the Transaction. All intellectual property rights in the Confidential Information shall remain the exclusive property of the First Party.

Exceptions to Obligations

The Receiving Party shall not be liable for the disclosure or use of Confidential Information that:

• Is or becomes publicly available through no fault, act, or omission of the Receiving Party;
• Was already known to the Receiving Party (as evidenced by written records) prior to disclosure by the Disclosing Party;
• Is independently developed by the Receiving Party’s employees or agents without reference to or reliance on the Disclosing Party’s Confidential Information;
• Is rightfully obtained from a third party who is not bound by a non-disclosure obligation to the Disclosing Party and who has the legal right to disclose such information;
• Must be disclosed pursuant to applicable law, regulation, government order, or court subpoena, provided that the Receiving Party Info gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted), (ii) cooperates with the Disclosing Party in seeking a protective order or other relief to limit disclosure, and (iii) discloses only the minimum amount of information required by law.

b) Non Circumvention

Maintain non circumvention for any present or future deals.

• If First Party/ Chelonia introduces, engages, mediates, facilitates a contract, trade arrangement or a tender bid, enlistment or any type of commodities transaction agreement with another third party to the ‘second party’ of this contract, ALL future transactions between the introduced third party and the ‘Second party’ in this contract will involve Chelonia.
• The ‘second party’ will notify Chelonia of any notice received or given or initiation of any trade deal, arrangement and Chelonia will remain entitled to a commission similar to the initial deal, arrangement that was agreed upon or negotiated between Chelonia and the ‘second party’. This remains the same even if the second party engages under any of its subsidiary or affiliate organization with any of the subsidiary or affiliate of the initially introduced ‘Third Party’.

2. Term and Survival

• This Agreement shall remain in effect for [X] years from the Effective Date, unless the Transaction is completed (in which case the term shall extend for [Y] years from the date of Transaction completion) or earlier terminated in accordance with this Section;
• Either Party may terminate this Agreement by written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within [30] days of receiving written notice of the breach;
• The obligations of confidentiality set forth in Section 2, along with Sections 3, 5, 6, 7, and 8, shall survive the termination or expiration of this Agreement for a period of [Z] years from the date of termination or expiration. For Confidential Information that constitutes a trade secret under applicable law (e.g., the U.S. Defend Trade Secrets Act), such obligations shall survive indefinitely until the information is no longer a trade secret.

3. Remedies for Breach & Dispute Resolution

The Parties acknowledge that a breach of this Agreement may cause irreparable harm to the Disclosing Party, and that monetary damages alone may not be an adequate remedy. Therefore, in the event of a breach or threatened breach of this Agreement, the First Party shall be entitled to seek:

• Injunctive relief (including temporary restraining orders, preliminary injunctions, and permanent injunctions) to prevent further disclosure or use of Confidential Information;
• Specific performance of the Second Party’s obligations under this Agreement;
• Recovery of all damages resulting from the breach (including but not limited to direct, indirect, and consequential damages, as well as reasonable attorney’s fees and costs incurred in enforcing this Agreement);
• Any other remedies available at law or in equity.

Any dispute, claim, or controversy arising out of or relating to this Agreement (including its breach, termination, or validity) shall first be addressed through good-faith negotiations between the Parties. If the dispute is not resolved within [30] days of the first written notice of the dispute, it shall be submitted to binding arbitration in [City, State, USA] in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be conducted by a single arbitrator selected jointly by the Parties (or by the AAA if the Parties cannot agree within [15] days). The arbitrator’s award shall be final, binding on both Parties, and enforceable in any court of competent jurisdiction.

4. General Provisions & Assignment

• This Agreement shall be governed by and construed in accordance with the laws of the State of [State, USA] (e.g., Washington, New York, California), without regard to its conflict of laws principles.
• The Second Party shall not assign or transfer this Agreement (or any of its rights or obligations herein) without the First Party’s prior written consent. Any attempted assignment without such consent shall be null and void. The Disclosing Party may assign this Agreement to an affiliate or successor-in-interest (e.g., in the event of a merger, acquisition, or sale of assets) upon written notice to the Receiving Party.

5. Severability & Notices

• If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent of the Parties.
• All notices, consents, or communications required or permitted under this Agreement shall be in writing and delivered via Info certified mail (return receipt requested), (ii) overnight courier (with tracking), or (iii) email (with confirmation of receipt). Notices shall be sent to the addresses set forth at the beginning of this Agreement, or to such other address as a Party may designate by written notice to the other Party.

IN WITNESS WHEREOF

The Parties have executed this Non-Disclosure Agreement as of the Effective Date.

Chelonia (First Party)

By: _________________________

Name: ______________________

Title: _______________________

Date: _______________________

____________ (Second Party)

By: _________________________

Name: ______________________

Title: _______________________

Date: _______________________

Notary Acknowledgement

This record was acknowledged before me on _____________ by _____________

Notary signature and seal

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