NCND协议翻译件.doc

Date: 10/06/2010 Non-Circumvention, Non-Disclosure and Working AgreementSupplier:供应商公司名称Company Name: 地址Company locates address: 电话Phone: 传真Fax: 手机Mobiles:联系人Contact Person: 经理Managing Director: Email: Trader: 贸易商Company Name: Company located address: Phone:Fax: Cell:Contact Person: Representative in China: Email: Traders Buyers:贸易商的客户Trader will inform buyers name and details, the current buyers are:现有的客户名称1-2-Parties: Supplier & Trader 签约双方（供应商与贸易商） Project: either buying or selling through and between the Supplier, Trader & Traders Buyers to this Agreement, and other business opportunities, which are agreed upon by the parties to this Agreement, and for the mutual benefit of the parties to this Agreement. 无论是签约双方之间的交易，通过其中一方进行的交易，还是贸易商与其客户的交易，或者是其他的由本协议可能引起的商机，都以本协议为准Whereas the undersigned wish to enter into this Agreement to define certain Parameters of the future legal obligations are bound by a duty of confidentiality with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce Convention (I.C.C. 400.500.600, 5000)本协议中各方的义务与责任的法律依据是(I.C.C. 400.500.600, 5000国际商会的规则)Whereas the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their & Buyers affiliates, subsidiaries, stockholders, partners, joint ventures, trading partners, and other associated organizations (hereinafter referred to as affiliates). Now therefore, in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipt of which is acknowledged hereby, the parties hereby agree as follows:希望进入这个合作关系而签约的各方，包括和买家的子公司,子公司、股东、合作伙伴、合资企业、贸易伙伴和其他相关机构(以下简称子公司)。现在,在考虑的相互承诺、确认、契约条款和其他好而有价值的考量,收据承认,双方同意如下:Terms and Conditions条款及细则 A: The Supplier will not in any manner solicit, or accept any business in any manner from sources or their affiliates, which sources were made available through this Agreement, without the express permission of the Trader who made available the sources, and,对于因为这个协议而可能产生的任何业务，包括来自贸易商的客户的业务，和贸易商关联的公司的业务，以及贸易商客户关联的公司的业务， 在 没有贸易商明确许可的情况下，供应商不准以任何方式招揽或接受以上任何业务B: The Supplier will maintain complete confidentiality regarding Trader business sources and/or their affiliates and will disclose such business sources only to the named Trader pursuant to the express written permission of the Trader who made available the source, and,对于贸易商的生意来源和/或其关联公司，供应商应保持完全保密，只有按照贸易商书面许可，供应商才可以与其客户或者关联公司联系C: In any of the transactions the parties are desirous of entering into and do, to the best of their abilities, assure the other that the transaction codes will not be affected, and, 交易一旦开始，双方要做到他们能做到的最好的,确保其他的交易代码不会受到影响,D: That Supplier will not disclose names, addresses, e-mail addresses, web sites, telephone or fax and telex numbers to any contacts by Traders Buyers and Supplier recognize such contracts as the exclusive property of the respective Trader and Supplier will not enter into any direct negotiations or transactions with such contacts revealed by the Trader without the express permission of the Trader, and,供应商不许将本协议中的任何信息透漏给任何买家或者卖家，包括名称、地址、电子邮件地址、网站、电话、传真和电传编号。供应商必须把这些信息与协议中7个客户的任何信息作为贸易商的独有财产。在没有得到贸易商的明确许可的情况下，供应商不许与这些公司进行任何直接谈判或交易。E: That Supplier further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by Trader to this Agreement unless written permission has been obtained from the Trader. For the sake of this Agreement, it does not matter whether information obtained from a natural or legal person. The Supplier also undertake not to make use of a third party to circumvent this clause.对于由于本协议而可能使供应商知道的银行、投资者、经费来源或其他机构的名称，不管信息来源是法人还是自然人，供应商保证不得与这些信息的人或者公司联系或交易，除非有贸易商的书面允许。并且供应商不许使用任何第三方来逃避这个条款.,Initials of Parties to this AgreementF: That in the event of circumvention of this Agreement by Supplier, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it would realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.供应商直接或间接违约的话, 违约方要承担法定金额的处罚，处罚金额相当于由此违约行为引起的所有损失，包括而且不仅仅限于所产生的一切诉讼费用和开支来弥补损失的收入。G: All considerations, benefits, bonuses, participation fees, Marked Up amount and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed, and confirmed by the issuance of a Pay Order to Trader concerned.所有考虑、利益、奖金、参与费、标记总量和/或佣金, 是协议中各方共同努力的结果。 相关的任何和所有的付款/银行汇款都将是双方充分同意的，以贸易商确认的相关的订单金额为准。（这部分我翻译的不很确切，客户要表达的意识应该是所有的订单的内容与金额以及支付情况，都应该对他公开，他的佣金以订单为依据）H: This Agreement is valid for any and all transactions between the parties herein, and shall be governed by the enforceable laws in Chineas Courts, Arabian Courts, English Courts, French Courts, or under Swiss law in Zurich. In the event of dispute, the arbitration laws of the Swiss courts law will apply. 本协议对于其中的各方间的任何和所有交易有效, 而且都要遵照这些法律执行,中国法院、阿拉伯法院,英国法院,法国法庭,或者在苏黎世的瑞士法律。在这个事件中,仲裁纠纷的法律为瑞士法庭的法律I: The signing parties hereby accept such selected jurisdiction as the exclusive venue. 签约双方接受，选择这样的法律仲裁作为其唯一的审判。Commission & Marked Up Amount protection agreements佣金保护条款这部分的意思就是，关于佣金的邮件内容也具有法律效力，每一笔交易完成之后，及应该给他支付相应的佣金This Agreement defines the legal association of all parties and also serves as a Fee Protection Agreement for Commissions, Marked Up Amounts, Fees, and/or Equity Position(s). It is agreed that any and all commissions, Marked Up Amounts, fees, consulting fees and/or equity position(s) resulting from the consummation of the primary venture and any other ventures, projects, properties, commodities, bank interests or service will be agreed. The supplier, and/or assigns, commits himself to duly reimburse all amounts that are added onto the net price agreed upon by the seller and Trader in form of commissions & Marked Up Amounts, subject to previous agreement, through an addendum in writing, in advance, among the undersigned parties on a deal-by-deal basis, unless otherwise stipulated and agreed upon by the undersigned parties in writing. The monetary disbursement from revenue of any one or continuing transaction(s) shall and will be private, privileged, and classified information. Any such addendum will be considered legal part of this Agreement, and shall be fully subject to the above defined terms and conditions. The parties hereto shall use their best efforts to ensure that all contacts by any between them shall include:1. Specific language memorializing the forms of this Agreement, for the entire duration of their contract and extensions thereof. 2. Specific Instructions that Pay Orders shall be immediately issued following the Agreement subject to agreed upon terms.This Agreement will be valid for Five (5) years even if the current company, and/or assigns, concludes a new contract under a new address with the current buyer of the general commodities, and even if the current company, and/or assigns, concludes a new contract under a new address with the current seller or its successor applying with another name or address.本协议有效期为5年,即使现在的公司和/或用新的合同，新的地址与当前买方进行一般商品的交易（协议中提到的商品类别）,即使现在的公司和/或用新的合同，新的地址与当前买方的继任者进行一般商品的交易，即使这个继任者审定并使用另一个公司名字或地址All signatories hereto acknowledge that they have read this Agreement and by their initials and signature confirm that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature.In witness hereof: the parties hereto have executed and delivered those covenants by mutual Agreement the day and year first written above. All faxes are considered original, legal and binding. 所有的签字者都承认,他们已经阅读并确认签署此协议,并且确认他们会充分而完整的来执行该文件。EDT ( Electronic document transmissions )EDT (Electronic document tr