NDNCA


Non-Disclosure and Non-Competition Agreement

Date:

WHEREAS, the undersigned parties (hereinafter referred to as "Parties") wish to enter into this
Agreement to define certain parameters of the future legal obligations, and are bound by a duty of
Confidentiality with respect to their sources and contacts, in accordance with the International Chamber of Commerce Convention (I.C.C.);

WHEREAS, the Parties desire to enter a working business relationship to the mutual and common benefit of the Parties and their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations (hereinafter referred to as "Affiliates");

NOW THEREFORE, in consideration of the mutual promises, assertions, and covenants herein and other good and valuable consideration, the Parties hereby agree as follows:
1. Non-Solicitation and Non-Acceptance of Business:

The Parties agree that they will not in any manner solicit, nor accept any business in any manner from sources that are not their Affiliates, which sources were made available through this Agreement, without the express permission of the party who made available the source.

2. Confidentiality:

The Parties agree to maintain complete confidentiality regarding each other's business sources and/or their Affiliates and will disclose such business sources only to named parties pursuant to the express written permission of the party who made available the source.
3. Protection of Transaction Codes:

The Parties agree that in all transactions they are desirous of entering into, they will, to the best of their abilities, assure the other that the transaction codes established will not be affected.

4. Non-Disclosure of Information:

The Parties agree not to disclose names, addresses, email addresses, telephone and fax or telex numbers of contacts provided by either party to third parties. They each recognize such contacts as the exclusive property of the respective parties and will not enter into any direct negotiations or transactions with such contacts revealed by the other party.

5. Prohibition on Business Transactions:

The Parties undertake not to enter into business transactions with banks, investors, sources of funds, or other bodies, the names of which have been provided by one of the parties to this agreement, unless written permission has been obtained from the other party(ies) to do so. The Parties also undertake not to make use of a third party to circumvent this clause.

6. Prohibition on Fuel-Related Products:

The Parties agree that this Agreement specifically applies to the following fuel-related products: crude oil, jet fuel, diesel, and any other fuel-related products as mutually agreed upon by the Parties.

7. Legal Monetary Penalty:

In the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.

8. Allocation of Consideration:

All consideration, benefits, bonuses, participation fees, and/or commissions received as a result of the contributions of the Parties in the Agreement, relating to any and all transactions involving fuel-related products, will be allocated as mutually agreed.

9. Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of Ontario,
Canada and Delaware, United States. Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of Ontario, Canada and Delaware, United States, as mutually agreed upon by the Parties.


10. Duration and Execution:

a. This Agreement shall be valid for a period of five (5) years from the date hereof.

b. Signatures on this Agreement received by way of Facsimile, Mail, and/or Email shall be deemed to be an executed contract, enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.

c. All signatories hereto acknowledge that they have read the foregoing Agreement and, by their initials and signature, confirm 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 signature.


11. Non-Disparagement:


The Parties agree not to make any negative, disparaging, or defamatory statements about
each other, their Affiliates, or their respective products or services, whether orally or in writing, to any third party.

12. Return of Confidential Information:

Upon termination of this Agreement, each Party agrees to promptly return or destroy all confidential information received from the other Party, including any copies or reproductions thereof, and provide written certification of such destruction or return upon request.


13. Non-Competition Period:

The Parties agree to a non-competition period of 5 years following the termination of this Agreement, during which they will not engage in any business activities that directly compete with the other Party or their Affiliates.


14. Non-Recruitment:

The Parties agree not to directly or indirectly recruit, solicit, or hire any employees, contractors, or consultants of the other Party or their Affiliates for a period of 5 years following the termination of this Agreement.


15. Severability:

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.


16. Entire Agreement:

This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to the subject matter hereof.


17. Amendments:

Any amendments or modifications to this Agreement must be in writing and signed by all Parties.



18. Waiver:

The failure of any Party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or the right to enforce it.



In witness whereof, the Parties hereto have executed this Non-Disclosure and NonCompetition Agreement as of the date first above written.

Party A: _____________________________
Printed Name:
Address For Notice:  

MECP Address for notice: 350 allstate pkw, markham, ontario, canada l3r 1k8 

Leave this empty:

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Signed by kamiar tehrani
Signed On: August 5, 2024


Signature Certificate
Document name: NDNCA
lock iconUnique Document ID: 7121b8fbc8a33138629f4aabe49d88b7ea7be3c1
Timestamp Audit
July 25, 2024 9:34 pm ESTNDNCA Uploaded by kamiar tehrani - projects@mecp.ca IP 99.228.144.221