This Confidentiality Agreement is made
and entered into
the ____________ day of _________________ in the year __________
Between;
The Principal; Ukraine Paper Investment Company
And;
The Enquirer; ___________________________________________
___________________________________________
WHEREAS Ukraine Paper Investment
Company (the “Principal”) is willing to providing certain information regarding
an Acquisition / Development / Asset appreciation or realization
Opportunity in Ukraine
and WHEREAS Ukraine Paper Investment
Company (the “Principal”) is willing to disclose such information to the
“Enquirer” as is necessary for the due deliberation and interest generation in
and of such an opportunity, provided that the “Enquirer” enters into and
executes a Confidentiality Agreement of International scope and means.
NOW THEREFORE, in consideration of the
mutual covenants and understandings herein contained, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows;
1/. In
this Agreement, Ukraine Paper Investment Company (the “Principal”), it’s
predecessors, successors or assigns.
2/. Further,
in this Agreement Information means :-
2.1 all information by and of whatever nature
relating to Ukraine Paper Investment Company (the “Principal”), its Associated
Companies and interests, already disclosed or to be disclosed to the “Enquirer”
by the “Principal” or any of the officers, employees, advisers or agents, or otherwise
learnt by the “Enquirer” from whatever source.
2.2 all other information of whatever nature
relating to the “Principal” or which might be
disclosed
to the “Enquirer” or otherwise learnt by the “Enquirer” during the course of
the
“Principal”
disclosing information relating to the “Principal”; and
2.3 all notes, reports, analyses and reviews
of the same prepared by the “Enquirer” on the
“Enquirers” behalf.
3/. The
“Enquirer” will keep the information confidential and will keep, in safe
custody, all
documentation
and other papers and all discs, tapes and other media used for recording or
storing
the information; the “Enquirer” will
not, without previous written consent, divulge any of the
information
to any other person, firm or company, or to make use of it for any purpose and
in a
particular
(but without prejudice to the generality of the foregoing) the “Enquirer will
not use the
information
to gain any advantages either corporate, moral or ethical against the
“Principal” or any
of
the “Principal’s” subsidiaries or Associated Companies.
4/. The
“Enquirer” will ensure that access to any provided, discovered or researched
information will
be
restricted and protected as agreed hereunder.
5/. The
“Enquirer” shall not seek information nor in any manner disclose, disseminate,
communicate
or
divulge to any other person or entity from the date first written above and at
any time thereafter,
any
information or material received from or discovered about the “Principal”,
without limitations,
the
operating or marketing methods, literature, documents, financial statements,
plans, projections
or
any other information which the “Principal” may report or provide to the
“Enquirer” and which is
not
in the public domain (the “Confidential Information”).
6/. The
“Enquirer” may not disclose the information to Lawyers, Accountants, Architects
or personal
advisors unless provides written
notification to “Principal” in writing and provided that such third parties
shall also and agree to be bound by the terms of this Agreement.
7/. The
“Enquirer” acknowledges that the Confidential Information is reliable and
unique to the
“Principal”,
and covenants and agrees not to use such Confidential Information to or for the
“Enquirers”
personal advantage or any of its affiliates and associates other than for the
advantage
to
be realized from any transaction between the “Principal” and the “Enquirer” as
a result of any
disclosure
by the “Enquirer” of the Confidential Information.
8/. The
“Enquirer” may not allow copies or reproductions of the Confidential
Information to be made
without
prior approval of the “Principal”.
9/. The
“Enquirer” will not disclose to or with any person, the contents or nature of
this Confidentiality
Agreement.
10/. The
“Enquirer” further accepts that any failure by the “Principal” to exercise it’s
rights
hereunder
shall not be a waiver of those or any other rights unless expressly stated as
such in
writing
by the “Principal”.
11/. The
“Enquirers” obligations of confidence shall be without limit in time but, where
any of the information;
11.1 is already commonly known or subsequently
becomes commonly known in the trade
(except
through any breach by the “Enquirer”, of its obligations to the “Principal”
hereunder)
and the “Enquirer” can show the same to be the case from written evidence,
then
the foregoing obligations on part of the “Enquirer” shall not apply, or shall
cease to
apply
(as the case may be) to such known information.
12/. Without
prejudice to any rights and remedies of the “Principal”, the “Enquirer” agrees
that the
information
is valuable and that damages may not be an adequate remedy for any breach by
the
“Enquirer”
of the terms of this Agreement; accordingly, the “Enquirer” agrees that the
“Principal”
shall
be entitled, without proof of special damages, to the remedies of an Injunction
and other
equitable
relief for any actual or threatened breach by the “Enquirer” of this Agreement.
13/. If
any of the provisions of this Agreement shall be determined to be invalid or
unenforceable,
either
in whole or in part, as contrary to the Laws or public policy of the Republic
of Panama, this
Agreement
shall be deemed amended to delete or modify, as necessary, the offending
provision
or
provisions and to alter the balance of this Agreement in, or to render this
Agreement valid and
enforceable.
14/. This
Agreement may be made invalid by either party if previously agreed to in
writing by both
parties.
15/. This
Agreement shall be governed by and construed in accordance with the Laws of the
Republic
of
Panama and the “Enquirer” hereby submits to the non-exclusive jurisdiction of
Panama Courts,
and of International Law and its
and Courts.
16/. The
“Enquirer” shall also agree that this Confidentiality Agreement shall be deemed
a binding
Confidentiality
Agreement in every manner moral and ethical and in a professional standing, and
shall
be deemed and regarded a binding Confidentiality Agreement in any Court of
Jurisprudence
Law
in any country whatsoever.
The Principal and Enquirer agree to the
foregoing and undertake this Agreement accordingly
Signed and delivered as a Deed by; Nicholas
Mouravieff-Apostol
On behalf of the “Principal” ___Ebiz Global Services,
Inc___________________
Position; ___President_______________________________
Signed; _________________________________________________
Date; _________________________________________________
On behalf of the “Enquirer” _________________________________________________
Position; _________________________________________________
Signed; _________________________________________________
Date; _________________________________________________
As Witness; _________________________________________________
Date; _________________________________________________