Tandem

Please read through the following agreement and fill in the form below to download the Business Proposal.  This form will act as your electronic signature.





NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

This Agreement (“the Agreement”) is made on the date of the reciept of the electronic signature between the following parties:

Tandem TransCapital Inc.

–  and –

The party indicated on the electronic signature form below.

Hereinafter the above are called the “Parties”

WHEREAS the above mentioned parties are now and may from time to time in the future engage in confidential discussions, document exchange, or business dealings with each other and with additional parties;

AND WHEREAS the parties have mutually recognized that in the course of such confidential discussions or business dealings each may learn from the other, including associates and associated parties, the name, address, telephone/fax/email numbers of clients, agents, brokers, buyers, sellers, financiers, bank/trust contacts relating to bank accounts, transaction codes, participating banks/trusts and/or any other entities, hereinafter referred to as the “confidential information” which the other party has acquired by investment of time, expense, and effort.

NOW THEREFORE WITNESS THAT in consideration of the mutual promises and covenants contained herein and intending to be legally bound by the parties to this agreement that the parties do hereby agree as follows:

Recitals: The foregoing recitals are incorporated herein by reference.

Confidential Information: The parties agree that the term “Confidential Information” shall mean all confidential or proprietary information including, without limitation, trade secrets, names and expertise of employees and consultants, know-how, formulae, processes, ideas, inventions (whether or not patentable), schematics, and other technical, business, financial, marketing, product development information and data (whether or not reduced to writing), which is disclosed or made available by the Disclosing Party to the Receiving Party and (a) if disclosed orally, is orally identified at the time of disclosure  or promptly thereafter in writing or electronically as confidential or proprietary, or (b) that, regardless of the form of disclosure, should reasonably have been understood by the Receiving Party because of legends or other markings, the circumstances of disclosure, or the nature of the information itself to be proprietary or confidential to the Disclosing Party, an Affiliate of the Disclosing Party or to a third party.

Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is in the public domain on the date hereof or comes into the public domain other than through the fault or negligence of the Receiving Party; (ii) is lawfully obtained by the Receiving Party from a third party without breach of this Agreement and otherwise not in violation of the Disclosing Party’s rights; (iii) is known to the Receiving Party at the time of disclosure as shown by its written or electronic records in existence at the time of disclosure; or (iv) is independently developed by the Receiving Party, provided the Receiving Party can demonstrate that it did so without making any use of any Confidential Information or other information that the Disclosing Party disclosed in confidence to any third party.

Non-Circumvention: The parties shall respect any given information to any transaction and shall not in any manner whatsoever, either at the present time or at any future time, attempt to circumvent the validity and/or integrity of the contact process as initially acted upon in any of the transactions either being entered into or which the parties are desirous of entering into.

In the course of any attempted transaction process, any contacts introduced by one party or the other shall be considered title property of the introducing party unless the introducing party specifically states otherwise in writing. The initial contact process shall be respected and honored by all the parties at all times, unless mutually agreed otherwise, and no attempt or hint of circumvention will be permitted by either party, their principals or their employees, their representatives, agents, heirs, executors, family, administrators, affiliates, guarantors, successors or assigns, or any other third party.

Each of the above parties agrees and understands that any overt or covert action of circumvention, including but not limited to, (a) contacting or attempting to contact the entities which are part of the confidential information provided by the other party, or (b) otherwise making use of the confidential information provided to the other party, except (i) through such other party with the expressed written consent of such other party as to such contact and/or use, and (ii) after having entered into a compensation agreement with such other party, shall constitute a breach of this Agreement and will constitute the non-breaching party to any remedies awarded by any legal process.

It is further understood that where one party violates the terms of this agreement the contravening party shall (a) indemnify fully all commissions, fees or monies of the contravening party as paid, either directly or indirectly, to the other party which has been violated, (b) the contravening party shall indemnify and be liable for all legal fees for all parties which may be incurred in the course of any legal resolution of said violation, and (c) be subject to any other damages or remedies awarded by any legal process.

Restrictive Covenant: The parties shall not disclose to any third party, except their direct business associates or lawyer, either directly or indirectly, the fact or nature of their respective professional and business association or any transaction or transactional information in which both parties are/were/may be jointly involved without the prior expressed written authority of the other party. The parties agree that all names, addresses, telephone/fax/email numbers or any medium of contact, business documents, agreements or information of each respective party shall be considered to be wholly proprietary, confidential and of tangible value of the party, which has expended time, effort and money to develop in its contact system.

Term; This agreement shall become effective retroactively from the time of signing this agreement and shall remain in effect for a period of three (3) years from the date of this agreement unless terminated by mutual written consent.

Legality; This agreement and everything herein contained shall be legally binding upon the parties hereto, their principals, employees, representatives, agents or any other individual(s) or entities associated with them, either now or in the future. Additionally, this agreement and everything herein contained shall endure to the benefit of and be binding upon the respective heirs, executors, administrators, affiliates, guarantors, successors, and assigns.

Association Agreement: Whereas this agreement (yet or if at all to be formed) shall define the legal association of all parties and an addendum agreement may also be prepared as mutually agreed upon by the parties and, whereby the monetary disbursements from revenues of anyone or continuing series of commercial transaction(s), any such addendum agreement shall be subject to the terms and conditions of this agreement.

Arbitration: All disputes arising our of or in connection with this Agreement shall be finally settled under the Laws of the Province of Ontario or under the Rules of Arbitration of the International Chamber of Commerce, whichever is applicable. The language of the arbitration shall be English. The place of arbitration shall be Ontario, Canada. Notwithstanding the foregoing, either party has the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments, a temporary restraining order, temporary injunction, permanent injunction and/or order of specific performance, as may appear reasonably necessary to preserve the rights of either party. The application by either party to a judicial authority for such measures shall not be deemed to be an infringement or a waiver of the arbitration agreement and shall not affect the relevant powers reserved to the arbitrator. Judgment upon any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Remedies; If any action at law or in equity is necessary to enforce or interpret the terms of this agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and disbursements in addition to any other relief that may be available.

Legal Constriction: In case one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision thereof and this agreement shall be construed as if the invalid, illegal or unenforceable provision has never been contained in it.

Integration. This agreement constitutes the entire understanding between the parties and it may not be modified in any way except in writing and signed by each or the parties hereto.

Acknowledgment of Review. The parties hereto acknowledge that this agreement has been executed after consultation with, and upon the advice of, their respective legal counsel.

Counterparts. This Agreement may be signed in any number of one or more counterparts and on separate counterparts, including by telecopy, facsimile, or email, each of which when executed and delivered shall be deemed an original, an all of which together shall constitute one instrument.

FEES: Fees  for  the  successful  execution of  any  project  will be  determined  on a  project  by  project  basis  by  the  Parties.

IN WITNESS WHEREOF the parties have set their hands this day, month, and year; as above written and with the intent to be legally bound hereby.

Tandem NDA Electronic Signature

Important.

Upon completion of the form you will recieve an email with a link to the proposal, and you will also be re-diredted to a page with the password.