NON-CIRCUMVENTION/NON-DISCLOSURE AND
CONFIDENTIALITY AGREEMENT
The agreement is made and entered into this 2nd day of August 2004, by and
between:
Xxxx Xxx and Gateway Venture Holdings, Inc., a Nevada corporation ("Gateway").
WHEREAS, the purpose of this Agreement is to lay down the terms and conditions,
and guidelines which will allow the respect and protection of each Party's
respective proprietary interests.
NOW THEREFORE, in considering of the various representations, mutual promises,
covenants, and undertakings contemplated herein and for good valuable
consideration, the value of which is acknowledged by the Parties by execution
hereof, the Parties agree as follows:
1. None of the parties shall divulge to any person, (other than
those whose provenance it is to know it, or with proper
authority) or use any trade secrets or confidential information
or any financial or trade information relating to the other,
which they acquire as a result of the discussing of or the
entering into agreements with each other. Each Party shall
endeavor to prevent its officers, employees, agents,
representatives, and associates from doing anything, which, if
done by Party, would be a breach of this agreement. This
restriction shall continue to apply after the expiration of this
Agreement, and other Agreements entered into between the Parties,
without limit in point of time, but shall cease to apply to
secrets or information, which came into the public domain through
no fault of the Party concerned.
2. The Parties each undertake to the other that for a period of five
(5) years from the date of this Agreement, they will not, without
prior written consent of the other, directly or indirectly
through third parties, make or seek to make contact or
communication with those Banks, Financial Institutions,
government representatives, clients, investors, traders,
associates, legal advisors and financial advisors with whom they
have been placed into contact with by the other or to whom the
names, addresses and other pertinent information has been
released to them by the other.
3. Each party undertakes irrevocably and unconditionally:
a. To ensure that all aspects of each transaction remain
confidential.
b. Not to disclose, either verbally or in written form, any
knowledge that it may obtain at any time in the future, be
it either implicit or
implied, with respect to the implementation of any proposed
transaction.
c. Not to circumvent or attempt to circumvent the other.
d. Not to disclose to third parties the names, addresses, fax
and telephone coordinates of any contact/client revealed by
one party to the other.
e. Not to enter into direct or indirect negotiations with any
other's contacts/clients.
f. Not to show, deliver, or cause to be seen, any documents,
papers, correspondence, memoranda or copies of such to other
than person(s) or entities of any kind, except to those whom
are required to maintain confidentiality such as an attorney
or tax advisor.
g. Each Party shall endeavor to ensure that any of its
officers, employees, agents, representatives or associates
who, by virtue of their duties may receive the type of
information described in this Agreement, are fully obligated
to respect the spirit and terms of this Agreements in the
same way as each Party. Each Party shall undertakes to have
those officers, employees, agents, representatives or
associates acknowledge their obligation by Countersigning a
copy of this Agreement, thereby binding them to honor the
terms of this Agreement.
4. Each Party acknowledges that any breach of the terms and
conditions of this Agreement by either party or its employees,
agents, representatives or associates may render the seeking of
liquidated damages, by the other and the cancellation and
termination of all agreements and transactions.
5. This Agreement has been entered into by each Party acting on its
own free will and judgment and shall be binding on the Parties,
their heirs or successors, administrators, and assignees.
6. Any dispute or controversy arising out of or relating to any
interpretation, construction, performance, or breach of this
Agreement shall be resolved exclusively by binding arbitration in
Las Vegas, Nevada, in accordance with the rules then in effect of
the American Arbitration Association, The arbitrator(s) may grant
injunctions or other relief in such dispute or controversy. The
decision of the arbitrator(s) shall be final, conclusive, and
binding on the parties to the arbitration. Judgment may be
entered on the arbitrator's decision in any court having
jurisdiction. The parties to the arbitration shall each pay an
equal share of the costs and expenses of such
arbitration, and each of them shall separately pay their counsel
fees and expenses.
7. The release of confidential information pursuant to a protested
court order shall not be deemed to be a violation of this
Agreement.
8. This Agreement may be executed in one or more counterparts each
of which shall be binding on each party by whom or on whose
behalf it is so executed, but which together shall constitute a
single instrument. For the avoidance of doubt, this Agreement
shall not be binding on any party hereto unless and until it
shall have been executed by or on behalf of all persons expressed
to be party hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
XXXX XXX
By:_____________________________
Xxxx Xxx
GATEWAY VENTURE HOLDINGS, INC.
By: _____________________________
Xxxx Xxxxxx
Its: President
By: _____________________________
Xxx Xxxxxx
Its: Chief Operations Officer
