NCNDA Blank May2022
NCNDA Blank May2022
NCNDA Blank May2022
AGREEMENT
This Agreement is effective when signed by and between:
Air Safa Pte Ltd, with business address No. 62 Ubi Road 1, #11-08 Oxley BizHub 2, Singapore - 408 734, represented by K.
Murugaperumal, Managing Director, hereafter referred to as the FIRST PARTY;
-and-
________________________________________ with business address at ______________________________________
hereafter referred to as the SECOND PARTY;
This agreement is to intend to create a mutually beneficial business relationship between the Parties during the stages of
information exchange and provision of services that are required to establish and set the stage for a real and tangible joint
business opportunity.
WHEREAS, the Parties wish to enter into this Agreement to define certain parameters of the future legal obligations, are
bound by duty of Confidentiality with respect to their sources, contacts and information made available by any Party
(“Furnishing Party”) to another Party (“Receiving Party”). This duty is in accordance with the International Chamber of
Commerce Convention.
WHEREAS, each signatory Party possesses certain information, not known by any other Party.
WHEREAS, the Undersigned desire to enter into a working business relationship to the mutual and common benefit of the
parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, third parties, and
other associated organizations (herein after referred to as “Affiliates”).
NOW THEREFORE, in consideration of the mutual promises, assertions and covenants herein and other good and
valuable considerations, the receipts of which is acknowledged hereby, the undersigned Parties agree to abide by the
following terms and conditions:
1. Confidential Information:
The Parties agree that information disclosed orally or in written or made available by Furnishing Party to Receiving Party
shall be deemed “Confidential Information”. In addition, the existence and terms of this Agreement shall also be treated as
Confidential Information. All Confidential Information shall be treated as confidential by the Receiving Party, taking such
action as shall be necessary or desirable to preserve and protect confidentiality of the Information and in any event using
means not less than those used to protect its own confidential information.
2. Non-Disclosure:
The Parties will maintain complete confidentiality regarding each other business sources and / or their Affiliates and will
disclose such business sources only to named parties pursuant to the express written permission of this party who made
available the source. In addition, the existence and terms of this Agreement shall also be treated as Confidential
Information. The Parties agree that any Confidential Information disclosed prior to execution of this Agreement was
intended to be and shall be subject to the terms and conditions of this Agreement.
That they will not disclose identities, transaction conditions, prices, names, addresses, email addresses, phone numbers,
facsimile numbers, telex numbers, bank codes, account numbers, financial information or other entities introduced by
either Party to third parties without the specific written permission of the introducing Party and that they each recognize
such contracts as the exclusive property of the respective parties and that they will not enter into any negotiations or
transactions with such contracts revealed by other party.
The obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure
procedures, whether initiated by or against Receiving Party, nor by the rejection of any agreement between the Furnishing
Party and Receiving Party, by a trustee of Receiving Party in bankruptcy, or by Receiving Party as a debtor-in-possession
or the equivalent of any of the foregoing under local law.
3. Non-Circumvention:
The Parties will not in any manner, solicit, nor accept any business regarding any aircraft transactions in any manner from
sources nor their Affiliates, which sources were made available through this agreement, without the express permission of
the party who made available the source. Each Party shall take reasonable steps to ensure that their Affiliates abide by
the provisions of this Agreement. The parties also undertake not to make use of a third party to circumvent this clause
4. Termination:
This Agreement is valid for the following term: Two (2) years from the date of signing of this agreement or until expressly
terminated in writing and signed by all Parties.
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NON-CIRCUMVENTION AND NON-DICLOSURE
AGREEMENT
5. Remedy:
The Parties hereby acknowledge that unauthorized disclosure of Confidential Information or Circumvention could cause
significant and irreparable harm. Accordingly, the Parties agree that in the event of Circumvention or unauthorized
disclosure of confidential information by either party, directly or indirectly, the affected party shall be entitled to a legal
monetary compensation equal to 10% of the transaction plus all expenses, including but not limited to all legal costs and
expenses incurred.
All notices, demands, consists, or requests given by the Parties shall be in writing transmitted by telecopy or other means
of facsimile transmission with return confirmation requested, postage prepaid, to the other Party at the last facsimile
number or address the Party has designated by notice here in. Notice shall be considered to have been given.
7. General:
This Agreement constitutes the entire Non-Circumvention and Non-Disclosure Agreement between the Parties and
supersedes any prior written or oral agreement between them concerning the subject matter contained herein. The
provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the written
consent of all Parties. The waiver of any part of a breach or violation of any provision of this Agreement shall not operate
as or be construed to be a waiver of any subsequent breach hereof. This Agreement constitutes the product of
negotiations of the Parties hereto and any enforcement hereof will be interpreted in a neutral manner and not more
strongly for against any Party based upon the source of the draftsmanship of this Agreement. If any provision of this
Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions hereof
shall continue to be fully effective. This Agreement shall be deemed to have been executed and delivered within
Singapore, and the rights and obligations of the Parties shall be construed and enforced in accordance with, and governed
by, the laws of Singapore.
8. Limitation:
Neither this Agreement nor disclosure or receipt of Confidential Information shall constitute or imply any promise or
intention to make any purchase of products or services by any party or its affiliates or any commitment by any party or its
affiliates with respect to the present or future marketing of any product or service.
9. Relationship:
The Parties hereto shall not be deemed to be Partners or Joint Ventures and no Party shall be liable for any other Party's
commitments or liabilities resulting from execution of this Agreement.
IN WITNESS WHEREOF, the Parties hereto execute this Agreement by their authorized document.
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