NON CIRCUMVENTION/NON-DISCLOSURE AGREEMENT
THIS AGREEMENT EXECUTED BY AND BETWEEN THE FOLLOWING PARTIES:
1. WILLIAMS INTEGRATED TECHNOLOGIES AND/
VIEWING PARTY (RECIPIENT).
2. The parties to this agreement hereby execute this agreement on their behalf and on behalf of their several associates, corporations, agents, assignees, designees, and successors in-interest, and expressly stipulate and agree on their own behalf, and on behalf of the aforesaid, to abide by the terms and conditions of this agreement. Recipient agrees not to take or use in any manner any of the confidential information without the express written consent of WILLIAMS INTEGRATED TECHNOLOGIES beforehand. VIEWING PARTY shall also ensure that the data/information provided by WILLIAMS INTEGRATED TECHNOLOGIES are well protected and on behalf and behalf of its employees, associates, corporations, agents, employees, assignees, designees and successors in-interest. It shall take all steps to protect/prevent any violations of IPR of WILLIAMS INTEGRATED TECHNOLOGIES.
3. Recipient expressly agrees that it will not use any of the confidential information, including but not limited to, contacting any business entities with which WILLIAMS INTEGRATED TECHNOLOGIES has relationship or make any contact with or undertake to deal with or engage in any transactions of any kind or description whatsoever with regard to the confidential information and/or documents during the term of this agreement without the consent of WILLIAMS INTEGRATED TECHNOLOGIES, the same shall hold true vice versa.
4. This agreement shall be effective, covering all present and future negotiations by and between recipient and WILLIAMS INTEGRATED TECHNOLOGIES of such confidential information and/or documents from the date of this agreement and shall continue for three (3) years. If recipient and WILLIAMS INTEGRATED TECHNOLOGIES enter into any collateral agreements during this two (2) year period, the provisions of this non-competition, non-circumvention and non-disclosure agreement shall remain effective and in force until the expiration of any subsequent or collateral agreements.
5. Both the parties agrees to keep confidential the names and identities of all third parties, persons and entities introduced by WILLIAMS INTEGRATED TECHNOLOGIES to recipient, including telephone, copier and fax numbers, telex or other means of identification, including addresses as well as names, all of which shall considered and treated as the property of the party making the introduction during this period of this agreement.
6. Both the parties hereto agrees not to circumvent, or to attempt to circumvent, this agreement in an effort to deprive WILLIAMS INTEGRATED TECHNOLOGIES of fees, commissions, or other remuneration, in connection with the use of such confidential information and/or projects and recipient shall indemnify the other against any circumvention or attempt to circumvent.
7. The recipient agrees to make full disclosure of any business dealings or arrangements with third parties, persons or entities introduced in connection with such confidential information and/or documents. The spirit of mutual trust and confidence, and of equitable treatment, shall be the underlying principle of this undertaking, and recipient agrees to adhere thereto.
8. This agreement shall not be construed so as to create a partnership or joint venture or any agency, or other business relationship, which would authorize any party hereto act in regard to the assets, business interests or property of the other party hereto or to have any authority to create liability or obligation on behalf of the other party hereto except as specifically set forth herein. Each of the parties hereto is, and remains completely independent and separate from each other.
9. This agreement shall be governed by and construed under the laws of the United States Europe and India.
10. This agreement constitutes the entire understanding between the parties and may be amended or modified only upon written agreement between both parties and shall be binding upon the parties hereto and their respective successors and assigns.
11. If WILLIAMS INTEGRATED TECHNOLOGIES is required to take any action to enforce the terms of this agreement, recipient agrees to pay all of attorney's fees and court costs incurred by WILLIAMS INTEGRATED TECHNOLOGIES at actual. If VIEWING PARTY is required to take any action to enforce the terms of this agreement, the recipient agrees to pay all of the attorney’s fees and court costs in addition to the travel/stay costs if any at actual.
12. If any provision of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect.
13. This agreement may be amended only by an instrument in writing executed by all the parties.
14. Accepting below, this agreement shall be binding upon the parties to the same full extent as an executed original.
15. Every project contract/deal done through WILLIAMS INTEGRATED TECHNOLOGIES will be read in conjunction to this agreement.