WHEREAS, the undersigned parties intend to engage themselves in a working business relationship premised on mutual trust and confidence that will contribute to the common benefits of the parties herein, including their partners, employers, affiliates, subsidiaries, parent companies, nominees, representatives, employees, successors, clients and associated organizations (hereinafter referred to as Associates).
WHEREAS, the undersigned parties mutually recognize that in the conduct of the business transaction to be entered into or participated in, each may learn from the other the identities, company addresses, e-mail addresses, telephone and facsimile numbers (hereinafter referred to as Confidential Information) of clients, customers, producers, refineries and mills, manufacturers, technology owners, suppliers, sellers, buyers, agents, brokers, financial institutions and shippers (hereinafter referred to as Confidential Sources) which the other party has acquired through years of invested time, expense and efforts and are therefore recognized as proprietary and exclusive to said party.
WHEREAS, the undersigned parties mutually recognize that the parties have the right to the payment of agreed upon commissions, fees and/or other forms of remuneration in the pursuit of the business transactions they will enter into or participate in.
NOW THEREFORE, in consideration of the mutual promises, assertions and covenants set forth herein, the parties herein mentioned hereby agree to abide by the following terms and conditions:
1. The parties and/or their Associates will not, directly or indirectly, circumvent or attempt to circumvent each other in any pending or future transaction. The parties will, to the best of their abilities, assure one another that the original transaction’s norms and rules as established will not be altered or changed.
2. The parties and/or their Associates will not, directly or indirectly, solicit nor accept any business at any time from Confidential Sources made available by the other party without the expressed written or verbal permission of said party. It is understood that a Confidential Source introduced by either party to a business transaction may have been already known to the other party even before the introduction of the transaction at hand. Succeeding transactions with said Confidential Source will not be deemed a breach of confidentiality between/among the parties. However, should it be established that the Confidential Source is completely unknown to the other party prior to the introduction of the transaction at hand, any succeeding unauthorized business transactions between said party and the Confidential Source shall entitle the introducing party to reasonable remuneration for the duration of the Agreement.
3. The parties and/or their Associates will maintain complete confidentiality regarding each other’s Confidential Sources and will not disclose Confidential Information to third parties without the expressed written or verbal permission of the party who made said sources available.
4. Commission amounts and timing of payments are to be specified in writing for each transaction. The parties shall not avoid, or cause to avoid, the payment of fees and other remuneration payable to another party in any manner whatsoever. In the event of circumvention by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the agreed commission said party should have realized from the transaction, plus any and all expenses, including legal expenses, that would be involved in the recovery of these funds. In any case, a party’s right to reasonable remuneration shall be honored by the other party.
5. This Agreement is valid for any and all transactions, renewals, extensions and rollovers between the parties and related principals (buyers/sellers and/or their mandates) introduced by the parties named herein and shall be enforceable in any International or United States courts and the signatories hereby accept such selected jurisdictions as the exclusive venue. This Agreement shall be in effect for three (3) years from the date hereof.
6. Signed faxed copies of this document shall be deemed legal and binding for all parties concerned.
7. All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signatures signify that they have full and complete authority to execute the document for and in the name of the party for which they have given their signatures.
8. Any section or clause of this agreement that is deemed by a court of competent jurisdiction to be unenforceable or non-binding, shall not have any effect on any of the remaining sections or clauses of this agreement.
IN WITNESS WHEREOF, the parties hereby execute this Agreement on the date stated below.
FIRST PARTY:
Name: Mr. Philip U. Trainor
Firm: Trainor Enterprises - Import/Export
Address: 4519 W. Wilshire Drive, Phoenix, Arizona 85035 USA
Tel: (602) 233-3511 Fax: (602) 233-3511
E-mail: trainor-ent@cox.net
Signed: _________________________ Date: _____________
SECOND PARTY:
Name: ___________________________
Firm: ___________________________
Address: _____________________________________________
Tel: __________________ Fax: __________________
E-mail: _____________________________
Signed: ________________________ Date: _____________
