NON-CIRCUMVENTION & NON-DISCLOSURE AGREEMENT
THIS AGREEMENT (“Agreement”) is entered into this (dated below) by and between (Name entered below)., (address entered below), (jointly and severally “you” and “your”), and Dharma Capital, Inc. (“Dharma”), for the following consideration the receipt and sufficiency of which is hereby acknowledged. This agreement is in the full protection of Dharma.
(“Dharma”), hereafter includes any and all of Dharma’s sponsors, shareholders, directors, officers, employees, advisors, attorneys, accountants, agents, family members and other representatives.
In connection with the possibility of you or your firm, subsidiaries or affiliates requesting resources or evaluating information, financial contacts, sources, products and services, special situations or secondary private equity, opportunities, other potential investments and assets of Dharma for the purposes of determining whether to engage in business with Dharma or an affiliate of Dharma or for Dharma to make an investment or to co-invest , make an investment in a company, a property, an asset or project related to you where you are a principal and/or qualified officer or, for the parties to explore entering a joint venture, strategic alliance or otherwise mutually agreeable activity including potential transactions with 3rd parties not a party to this agreement, however, introduced as a result of this agreement. Dharma is prepared to furnish to you certain confidential and proprietary material, contacts and information relating to these discussions, ventures and business.
Dharma expects to introduce you to affiliates, acquisition candidates, owners or fiduciaries, investment sources, governmental contacts, employees and independent contractors, business associates, brokers, lenders, funders, agents, private equity sources, capital sources, investors and others (“Contacts”). You agree not to solicit or participate in any business with such Contacts with whom Dharma first put you in contact, or with other Contacts with whom such Contacts place you in contact in connection with Dharma or other things encompassed by this Agreement. The restrictions on you apply also to your affiliates. “Solicit” means directly or indirectly soliciting or accepting, or attempting to solicit or accept, directly or assisting others. “Indirectly” shall mean as a shareholder, partner, co-adventurer, director, employee, agent, independent contractor, seller, purchaser, security holder, other creditor, other contractor or otherwise.
It is understood you and you agree to: not circumvent Dharma and the intermediary process, that is, not make any contact with, solicit, deal with or otherwise be involved in any transaction(s), now or into the future, with regard to any Contact that Dharma introduces to you. It is further agreed that the identities of any Contact are the property of Dharma. You hereby agree to hold in confidence and not disclose in any manner whatsoever, any of the confidential, proprietary information, including the names, phone numbers, fax numbers, email and other addresses, etc. of any Contact that Dharma introduces to you. However, with written approval by Dharma the Contact and the necessary information of the contact may be disclosed to effectuate and expedite a transaction to authorized and approved associates.
Dharma is engaged in the business of consulting, funding, real estate investments, co-investments, joint ventures and other potential assets and business, including making their Contacts available to applicants, investors, clients and brokers, including but not limited to the arranging of funding, loans, equity investment, financing, contracts, consulting services and representation, and whereas it is agreed that you desire such services from Dharma.
This agreement is a perpetuating guarantee for (3) three years from the date affixed below, and for the life and term of any transactions aforesaid, whichever term is longer. It applies to all transaction(s) entertained by the signatories hereto, including subsequent, follow-up, repeat, extended, or renegotiated transaction(s) as well as the initial transaction(s) and any future transactions.
It is further understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege thereof.
If any section of this Agreement is found by a court of law with appropriate jurisdiction to be invalid or unenforceable, that section shall be severed from the balance of this Agreement and the remainder of this Agreement shall remain in force.
It is further understood if determined by a court of law any party, affiliate, or subsidiary is found in breach of any portion of this agreement, that the signing party, its’ company or affiliate will pay any and all legal fees associated with the enforcement and collection of this agreement for the benefit of Dharma, its’ officers, directors, shareholders or family members.
The Parties named herein agree to first mediate and may then submit to binding arbitration any claims that they may have against each other, of any nature whatsoever, other than those prohibited by law or for workers compensation, unemployment, or disability benefits, pursuant to the rules of the American Arbitration Association. Said arbitration shall be held in Cobb County, Georgia, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator 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.
signed email or facsimile transmissions of this document shall be considered an original of the document and shall have the same effect and force assigned hard-copy originals of the document. It shall be binding and legally enforceable as any full recourse commercial contract. This agreement will be governed and construed in accordance with the laws of the State of Georgia (USA).
It is understood that this agreement is binding upon the parties hereto and their respective heirs, assigns, and successors and shall survive any entity or any entity formed by you or your representatives.
I/We, the undersigned, guarantee the aforesaid NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT and agree to be bound until the maturity of this agreement.