20061207互不隐瞒、互不欺骗、保密协议(中英文).doc

Non Circumvention Non Disclosure Confidentially Agreement 互不隐瞒、互不欺骗、保密协议The undersigned parties hereby certify that they are fully satisfied about the genuineness of the buyers and/or suppliers. 在此签署文件的当事人，都是真实的买方和卖方。The documents which are going to follow this Agreement like letters of intent, full corporate offers, bank comfort letters, contract terms and conditions, banking details or pre-advised payment instruments and/or any information contained in such documents will not be passed, under any circumstance, onto another intermediary or broker or trader or whatever company or private persons who are not end buyers or end suppliers without prior specific written consent of the party (s) providing such information. 本协议的系列文件包括：意向书LOI、合作报盘FCO、银行确认书BCL、合同条款和条件、银行详细资料、预先通知付款文件、以及保留相关信息的文件在内，均无隐瞒，其它的中介方/掮客/贸易方/其它公司/私人等均不是终端买方和卖方，而没有得到事先确认的提供信息方不在此列。This Agreement is made and entered into on this date, shall obligate the undersigned parties and their partners, associates, employers, employees, affiliates, subsidiaries, parent companies, any nominees, representatives, successors, clients and assigns hereinafter referred to as the the parties jointly severally, mutually and reciprocally for the terms and conditions expressly stated and agree to below, and that this Agreement may be referenced from time to time in any document(s), or written Agreements, the terms and conditions of this Agreement shall apply to any exchange of information written or oral involving financial information, personal or corporate names, contracts initiated by or involving the parties and any addition, renewal, extension, roll-over amendment, renegotiation or new Agreement hereinafter referred to as the transaction (project/transaction) for the purchase of all food commodities/products/equipment.今天签署协议，合伙、劳资、子公司,母公司,参选人,代表,继承人,客户，在此均指“当事人”， 在联合或单独、互惠、对等的条件,明确表示,同意以下条款，所指“当事人”均会在文件中不时出现，签署协议，本协议的信息变更修改，无论是以书面形式或口头形式所涉及的资金信息、个人或公司名称、合同生效所涉及的各方和任何条件，重建、延展、覆盖修订、重新谈判或新协议在此均指“交易”（项目/交易），用于购买所需要的食品、货物、设备）。Now, therefore it is agreed 现特此同意The intending parties hereby legally, and irrevocably bind themselves into guarantee to each other that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each others interest or the interest or relationship between the parties with the procedures, sellers, buyers, brokers, dealers, distributors, refiners, shippers, financial institutions, technology owners or manufacturers, to change, increase or avoid directly or indirectly payments of established or to be established fees, commissions, or continuance of pre-established relationship or intervene in any contracted relationships with manufacturers or technology owners with intermediaries entrepreneurs, legal council, or initiate buy/sell relationship or transactional relationship that by-passes one of the parties to one another in connection with any ongoing and future transaction or project. 有意向的各方承担相应法律责任，在此不可撤消的约束各自，避免直接或间接干涉、隐瞒或意图隐瞒各自的利益。而这些利益又和“当事人”有关联的，包括程序,卖方、买方、经纪人、代理商、经销商、细化、船主、金融机构、技术人员、厂商，改变、提高和避免直接或间接支付相关费用、佣金等。延续既定关系或干预任何与厂商或技术承包业主与中介商、 法律委员会，买卖关系、交易关系的通行证，使当事人互相结合目前和未来的交易项目。1. Furthermore, the parties irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly to a third party any confidential information provided by one party to the other or otherwise acquired, particularly, contract terms, product information or manufacturing processes, prices, fees, financial Agreement, schedules and information concerning the identity of the sellers, producers, buyers, lenders, borrowers, brokers, distributors, refiners, manufacturers, technology owners, or their representative and specifically individuals names, addresses, principals, or telex/fax/telephone numbers, references, product or technology information and/or all other information advised by one party(s) to be one another as being confidential or privileged without prior specific written consent of the party(s) providing such information.此外，“当事人”必须同意不会以第三方要求由，以欺骗或其它方式直接或间接的方式向第三方提供保密信息，尤其是与之有关的合同条款、货物信息、交易程序、价格、费用、资信状况、计划、卖方的情况、生产商、买方，贷款人,借款人,经纪人,经销商,细化商,厂商,技术拥有人，以及他们的职责和具体名称、地址、规则、电传/传真/电话，参考号，货物及技术信息的一部份或全部，而得到事先确认的提供信息方不在此列。2. This Agreement shall be valid for one year commencing from the date of this Agreement and expire on 2009. This Agreement has an option to renew for a further period of five (5) year subject to and upon the terms and conditions agreed between both parties. 本协议自签署之日起一年有效，直至2009年。交易双方可对本协议条款和条件选择更新延长5年。Declaring such breach, In the event that an amicable settlement cannot be agreed to by mutual discussion and/or arbitration by a third party each of the parties subject to the declared breach shall be responsible for their own legal expenses until a settlement or judgment is reached, provided however, that the party found in default by a judgment shall compensate in full the aggrieved party for all its legal expenses, notwithstanding any other provisions of the judgment. 若有违约，如双方对此无法协商和解，可通过第三方对此进行仲裁，并由交易双方承担相关的法律责任和费用直至问题解决为止。根据仲裁结果，上违约方承担所有违约责任，和由此产生所有的损失。3. Commissions, fees, compensation or remuneration to be paid as part of transaction covering the parties to this Agreement, shall be agreed upon by separate written Agreement by the parties concerned and shall be paid at the time such contract designated, concluded or monies changing hands between buyers and sellers, unless otherwise agreed among the parties, the parties hereby irrevocably and unconditionally agree and guarantee to honor and respect all such fees and remuneration, arrangements made as part of a commission transaction even in the event that the party(s) is not an integral member to a specific commission and fee / remuneration Agreement. 佣金、费用、赔偿、报酬由本协议“当事人”支付，并由“当事人”承担支付费用份额。“当事人”必须履行承诺支付相关的交易佣金、报酬。4. In specific deals where this office allows the buyers or buyers mandate, and the seller to deal directly with one another, this office and all parties shall be informed of the development of the transactions by receiving copies of the correspondence made between the buyer or buyers mandate and the seller.在本协