Mutual Non-Circumvention and Non-Disclosure Agreement (NCNDA)

TEMPLATE ONLY, NOT LEGAL ADVICE. This is a generic starting point published free by info2fuel. Have a qualified lawyer in your jurisdiction review and adapt it before you sign or send it. info2fuel accepts no liability for its use.

This Mutual Non-Circumvention and Non-Disclosure Agreement (the "Agreement") is made on [DATE] between:

1. [PARTY A LEGAL NAME], a company registered in [COUNTRY/STATE] under number [REGISTRATION NO.], with its registered office at [ADDRESS] ("Party A"); and
2. [PARTY B LEGAL NAME], a company registered in [COUNTRY/STATE] under number [REGISTRATION NO.], with its registered office at [ADDRESS] ("Party B").

Each a "Party" and together the "Parties".

1. Purpose

The Parties intend to exchange information about potential transactions in [PRODUCT, e.g. EN590 10ppm diesel / Jet A-1] (the "Purpose"), including the identities of buyers, sellers, terminals, vessels and other counterparties.

2. Confidential Information

"Confidential Information" means all non-public information disclosed by one Party to the other in connection with the Purpose, in any form, including the identity and contact details of any counterparty introduced (an "Introduced Party"), pricing, volumes, procedures and documents. It does not include information that (a) is or becomes public other than through a breach of this Agreement; (b) the receiving Party can show it already lawfully held without restriction; (c) is lawfully received from a third party without restriction; or (d) must be disclosed by law, regulation or court order (in which case the receiving Party will, where lawful, give prompt notice).

3. Non-disclosure

Each Party will use the other's Confidential Information only for the Purpose, will not disclose it to anyone other than its officers, employees and professional advisers who need to know it and are bound by equivalent confidentiality obligations, and will protect it with at least reasonable care.

4. Non-circumvention

For [24] months after the last introduction made under this Agreement, neither Party will, directly or indirectly, contact, solicit or transact with an Introduced Party in relation to [the products covered by the introduction] without the prior written consent of the Party that made the introduction, except where the Party can show by written records that it had an existing business relationship with the Introduced Party before the introduction. An introduction is made when one Party identifies an Introduced Party to the other in writing (email is sufficient).

5. No obligation; no fees

Nothing in this Agreement obliges either Party to enter into any transaction. No fee, deposit or other payment is payable by either Party under this Agreement. Any intermediary fees will be agreed separately in writing (for example in a fee protection agreement signed by the paying party).

6. Compliance

Each Party will comply with applicable anti-bribery, anti-money-laundering and sanctions laws (including those of the United States, the United Nations, the European Union and the United Kingdom, as applicable). Neither Party is required to take any step that would breach such laws, and either Party may terminate this Agreement immediately on reasonable suspicion of such a breach.

7. Remedies

If a Party breaches Clause 4, it will compensate the other Party for the fees or profit the other Party can show it would reasonably have earned on the transaction(s) concerned. The Parties acknowledge that damages may not be an adequate remedy for a breach of Clause 3 and that injunctive relief may be sought.

8. Term

This Agreement starts on the date above and continues for [24] months, except that Clauses 3 and 4 survive for the periods stated in them.

9. General

This Agreement is the entire agreement on its subject matter, may be amended only in writing signed by both Parties, and may be signed in counterparts and by electronic signature. It is governed by the laws of [GOVERNING LAW, e.g. the State of Texas / England and Wales], and the courts of [JURISDICTION] have exclusive jurisdiction.

For and on behalf of [PARTY A LEGAL NAME] Name: [NAME] Title: [TITLE] Signature: ______________________ Date: [DATE]

For and on behalf of [PARTY B LEGAL NAME] Name: [NAME] Title: [TITLE] Signature: ______________________ Date: [DATE]