NON-CIRCUMVENT AND NON-DISCLOSURE AGREEMENT BETWEEN:

 

Party 1 - The Buyer or Investor & 

Party 2 - Garner Maven Ltd    

 

This agreement is made on the date of booking this call and agreeing to our terms and conditions on any online call booking applications between:  

 

1) The buyer or investor person who is booking in the call with a member of garner Maven Ltd team (“Party 1”).

 

2) Garner Maven Ltd whose office is situated at 69 High Street, Southgate, London N14 6LD (“Party 2”).

 

Whereas:

(A) Party 1 has approached Party 2 to develop business opportunities together.

 

(B) the parties agree to share confidential information among each other to further the project and the parties agree that the sharing of such confidential information must remain protected and confidential.

 

Now therefore in consideration of the promises and of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

 

1. DEFINITIONS

 

The following expressions have the meanings set against them:

 

“Confidential information” means any information whatsoever (whether generated by a particular party or by any of its directors, officers, employees, consultants and/or advisors) which is directly or indirectly disclosed or made available to a party before or after the date of this agreement, including (without limitation) the following:

 

(A) any and all information relating to the project and the funding sources;

 

(B) the names, telephone numbers, addresses, email addresses, fax numbers and other pertinent identifying information regarding the funding sources introduced by or specifically brought to its attention by either party during the course of the dealings between the parties in connection with the project;

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(C) commercial, business, financial, legal, technical, operational, administrative, marketing or any other information or data whatsoever (whether written or oral) relating to either party and/or their respective affairs and activities; and

 

(D) copies, analyses, compilations, studies and other documents which contain or otherwise reflect or are generated from any such information. “Parties” mean the parties to this agreement and “party” shall mean either one of them;

 

“Representatives” means, in respect of either party, its directors, officers, employees and advisors (including attorneys, accountants, consultants, bankers and financial advisors).

 

2. NON-CIRCUMVENTION

 

2.1.1 During the term of this agreement:

 

(A) the individual contact of each party hereto is to be considered as proprietary where initial introductions(s) to such contact(s) is, or will be made and/or is, or will be involved. The parties to this agreement therefore undertake, and do hereby mutually submit themselves to the strictest standards of non-circumvention and non-competition, as well as to all non-disclosure practices and covenants as may be customary in the international financial markets industry (including by way of example and not by way of limitation, any provisions promulgated by the international chamber of commerce in London, Great Britain in that regard, if any should exist, and shall do nothing to impair or reduce the others interest(s) or ability to perform in this or any similar transaction or undertaking.

 

Neither party (nor their affiliates as herein below defined) shall contact or attempt to contact any other party, entity, or company, or financial institution without the prior written consent of the introducing party. Any violation of this paragraph will be deemed cause for termination of this agreement and the violating party shall, as liquidated damages (actual damages being extremely difficult to quantify) and not as a penalty, pay over all funds, equity, assets, options, warrants, or other remuneration of whatsoever nature received in any transaction(s) found to be a violation hereof, to the party who had introduced the counter parties to the transaction(s) held to be in violation hereof (whether directly or indirectly). 

 

This paragraph shall also apply to all of the parties’ respective affiliates, associates, employees, shareholders, agents, officers, directors, parent or subsidiary companies, controlled entities of whatsoever nature, legal representatives, partners (whether general or Ltd), joint venture partners, equity members, debenture/debt holders, beneficiaries, trustees, trusts, and/or nominees of whatever nature or description, including any relatives or nominees of relatives (by blood or marriage) of any of the foregoing named parties or entities. 

 

Neither party 1, nor it’s respective representatives or directors, shall, without the prior approval from party 2, communicate, circumvent or deal with, contract or negotiate with or consummate any transactions with the funding source, which has been introduced or specifically brought to its attention by party 2 during the course of, or as a result of the negotiations contemplated hereby; and

 

(B) neither party will disclose any names, addresses, telephone, telefax, telex numbers, or any other numbers, codes, documents, forms, procedures, e-mail addresses, or any other information received from any contact revealed by either party to third parties and that they will not enter into any direct negotiation/s with such contact/s revealed by the other party.

 

3. Recognition and obligation of confidentiality

 

3.1 The parties recognise the potential value of (and the corresponding risk to) each party disclosing and/or making available to the other, the confidential information. Therefore, the parties wish to record the strict terms and conditions on which the confidential information is to be provided and shared by and among the parties.

 

3.2 Subject to clauses 4 and 6, each party shall at all times keep secret and confidential the confidential information.

 

3.3 Each party hereby agrees to and shall cause its representatives to treat and hold as confidential and not disclose or provide access to any person any confidential information.

 

4. Excluded information

 

4.1 The obligation to maintain the confidentiality of confidential information does not apply to confidential information which the party can demonstrate:

 

(i) is in the public domain other than as a result of a breach by a party of this agreement; or

 

(ii) the party is required to disclose by (i) any applicable law or (ii) the regulations of a stock exchange or regulatory authority or (iii) the order or ruling of a court or a governmental or administrative body of competent jurisdiction.

 

4.2 If the disclosure of confidential information is required for the purpose set out in clause 4.1(ii), then prior to such disclosure the relevant party (“disclosing party”) shall, to the extent practicable, give the other parties (“non-disclosing parties”) prompt advance written notice of the information it proposes to disclose (being the minimum amount of information consistent with satisfying its obligations) and will take into account any reasonable comments the non-disclosing parties may have in relation to the content, timing and manner of despatch of the disclosure and take such steps as the non-disclosing parties may reasonably require to enable them to mitigate the extent of or avoid the requirement of any such disclosure, including, to the extent possible, obtaining assurances as to confidentiality from the body to whom the information is to be disclosed.

 

4.3 If the disclosing party is unable to inform the non-disclosing parties before any such confidential information is disclosed, the disclosing party will (to the extent permitted by law) inform the non-disclosing parties of the full circumstances of the disclosure or announcement and the confidential information that has been disclosed immediately after such disclosure or announcement is made.

 

5. Permitted use

 

5.1 Each party may use the confidential information solely for the purposes of advancing the project and for no other purpose.

 

6. Permitted disclosure

 

6.1 A party may disclose confidential information only to those of its representatives who are directly and necessarily concerned with the party’s assessment of the potential business transactions between the parties and whose knowledge of the confidential information is essential for that purpose. Each party shall provide the other parties with a list of all representatives to whom the confidential information has been, or will be disclosed to upon request.

 

6.2 Each party will use its best endeavours to procure that each representative to whom any disclosure of confidential information is made is made aware of and adheres to the terms of the undertakings contained in this agreement as if he, she or it were a party to them.

 

6.3 Each party shall, in any event, be responsible for any breach by its representatives of the undertakings contained in this agreement.

 

6.4 Any party which becomes aware that any of the confidential information has been disclosed to, or obtained by, a third party otherwise than as permitted by this agreement, shall immediately notify the other parties of the unauthorised disclosure together with full details of such unauthorised disclosure.

 

7. Further obligations

 

7.1 Each party will exercise in relation to confidential information no lesser security measures and degree of care as it applies to its own confidential information, and all documents relating to the confidential information shall be kept separate from its own confidential information.

 

8. Return of confidential information

 

8.1 Subject to clause 8.2 Below, each party and its representatives will immediately on the earlier of the termination of this agreement or it receiving written demand from the party that provided the relevant confidential information:

 

(i) return to the relevant party all confidential information in whatsoever form; and

(ii) expunge all confidential information from any computer, word processor or other similar device except any information held on back-up tapes which the non-disclosing party made in the ordinary course of business.

 

8.2 Each party and its representatives will not be obliged to destroy or permanently erase copies of documentation which forms part of legal advice obtained by the non-disclosing party or that is required by law to be retained.

 

8.3 The return or destruction of the confidential information shall not release the relevant party from any other obligations on their part under this agreement.

 

9. Accuracy of confidential information

 

9.1 The parties acknowledge and agree that, except as may be otherwise agreed in writing, the party providing confidential information accepts no responsibility for, nor makes any representation or warranty, express or implied, with respect to the accuracy, reliability or completeness or otherwise of, the confidential information and has no obligation to update or correct any inaccuracies in any confidential information which may be provided to the other parties.

 

10. Duration

 

10.1 Each party’s duty to protect the confidential information received under this agreement shall survive the termination of this agreement and continue in full force for three years after the date of execution of this agreement.

 

11. Remedies

 

11.1 Each party, individually and separately, agrees and acknowledges that because of the valuable nature of the confidential information, damages alone are not an adequate remedy for a breach of any term of this agreement. Each party, therefore, agrees that the other parties are, in addition and at their option, entitled to the remedies of injunction, specific performance and other equitable relief for a threatened or actual breach of any term of this agreement by a party or any of its representatives without any need to plead or prove any special damage whatsoever.

 

12. General

 

12.1 Any variation of this agreement shall be binding only if it is recorded in a document signed by or on behalf of all of the parties.

 

12.2 No failure to exercise or delay in exercising or enforcing any right or remedy shall operate to impair or constitute a waiver by that party of that or any of its other rights or remedies and no single or partial exercise or enforcement of any such right or remedy shall preclude or restrict any other or further exercise or enforcement of any such right or remedy.

 

12.3 No party may assign any of their respective rights or obligations under this agreement in whole or in part without the prior written approval of the other parties.

 

12.4 If any of the provisions of this agreement are held to be invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remainder of this agreement shall not be affected.

 

12.5 This agreement may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts together shall constitute one and the same instrument.

 

12.6 The parties’ rights and remedies contained in this agreement are cumulative and not exclusive of rights or remedies provided by law.

 

13. Notices

 

13.1 Any notification, approval, consent or other communication (each a “notice”) to be given under this agreement shall be in writing and shall be sufficiently given to a party at the last known address (or fax number) of that party.

 

13.2 Any notice shall be in writing in and may be delivered by hand or sent by fax or a reputable courier company. Any notice shall be deemed to have been received on the next working day in the place to which it is sent, if sent by fax, or at the actual time of delivery if delivered by hand or sent by courier provided that if such notice is received on a nonworking day or after business hours in the place of receipt it will only be deemed to be received on the next working day in
that place.

 

14. Arbitration

 

14.1 Any claim or controversy arising out of or relating to this agreement, or arising out of or relating to the parties of the rights or obligations of the parties, shall be settled by binding arbitration at the international court of arbitration sitting in London, Great Britain, with no right of appeal from the decision rendered therein and thereof, failing an allegation subsequently upheld by the court to which the appeal was taken, of fraud in the arbitration proceeding or previously undiscovered fraud.

 

14.2 If the parties are unable to agree on an arbitrator within seven days of either party serving details of a suggested arbitrator on the other, either party shall then be entitled to request the president for the time being of the law society of England and Wales to appoint an arbitrator being a solicitor of repute with appropriate experience to agree with the arbitrator the terms of his appointment.

 

14.3 Any arbitration award may be submitted to any court of competent jurisdiction for judgment thereon. The prevailing party(ies) shall be entitled to his / her / its / their attorney fees and costs as part of the arbitration award. Any arbitration award, including an interim award pending further proceedings, may include or grant equitable or injunctive relief as well as legal relief (monetary damages and the same may be enforced by submission to any court of competent jurisdiction without appeal).

 

15. Binding agreement legality

 

15.1 This agreement is a full recourse; binding commercial agreement and the parties hereto agree it shall be recognised by any court of competent jurisdiction as binding upon the parties hereto. This agreement shall inure to the benefit and be binding upon the parties and all of the parties respective affiliates, associates / employees, shareholders, agents, officers, directors, parent or subsidiary companies, controlled entities of whatsoever nature, legal representatives, partners (whether general or Ltd), joint venture partners, equity members, debenture / debt holders, beneficiaries, trustees, trustors, and nominees of whatever nature or description, including any relatives or nominees
of relatives (by blood or marriage) of any of the foregoing.

 

16. Governing law and jurisdiction

 

16.1 This agreement is governed by English law and courts of England.

 

17. Good faith

 

17.1 The parties hereto will use their full power and best efforts to fulfil the terms and conditions herein stated to the benefit of all the parties; however, the parties agree that the initial obligation to deliver any institutional collateral (instruments) rests entirely and is in the sole discretion, management, power, and control of the issuing financial institutions (banks & insurance companies), themselves, and is not subject to the control of the parties hereto, and that the undertakings of the parties under this joint interest agreement may be affected or terminated by virtue of any law, rule, or policy of any involved bank, banking regulation, government / or government agency in any political jurisdiction having authority with respect to the activities contemplated by the
parties hereto.

 

In witness whereof this agreement has been entered into the day and year first above agreed to our terms and conditions with any of our online or offline booking systems.

 

Earnings disclaimer

 

Earnings disclaimer every effort has been made to accurately represent our products and their potential. Even though this industry is one of the few where one can write their own cheque in terms of earnings, there is no guarantee that you will earn any money using the techniques and ideas in our materials. Examples in these materials are not to be interpreted as a promise or guarantee of earnings. Earning potential is entirely dependent on the person using our product, ideas and techniques. We do not purport this as a “get rich scheme.”

 

Any claims made of actual earnings or examples of actual results can be verified upon request. Your level of success in attaining the results claimed in our materials depends on the time you devote to the program, ideas and techniques mentioned, your finances, knowledge and various skills. Since these factors differ according to individuals, we cannot guarantee your success or income level. Nor are we responsible for any of your actions. Any results given are of successful clients – note that the majority of our clients won’t achieve the same success as they don’t take the required action.

 

Note that we cannot predict how well you will implement our training / coaching, so we cannot predict your particular results. This is why we cannot guarantee success in our programs.

 

Materials in our product and our website may contain information that includes or is based upon forward looking statements within the meaning of the securities litigation reform act of 1995. Forward looking statements give our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a description of potential earnings or financial performance.

 

Any and all forward-looking statements here or on any of our sales material are intended to express our opinion of earnings potential. Many factors will be important in determining your actual results and no guarantees are made that you will achieve results similar to ours or anybody elses, in fact no guarantees are made that you will achieve any results from our ideas and techniques in our material.

 

Garner Maven Ltd, 69 High Street, Southgate, London, N14 6LD