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Confidentiality Agreement (NDA)
THIS AGREEMENT was entered into on this_____________ day
of___________________, 2025
By and between:
Client (Buyer) Prospect:
_________________________________________________________________.
Address:
_______________________________________________________________________________.
Phone: ___________________________________ (Cell) Fax:
___________________________________ .
Email
___________________________________________________________________________________.
hereinafter referred to as the "Client", and igsoa /
Petronet / Ohio Petroleum are divisions of (Swairah Network), represented
by Habib R Shah, herein referred to as the "Consultant" for
following Business Assignment.
(Details of Assignment / Project are specified on
Exhibit-A integrated Part of this Non-Disclosure Agreement).
Terms of this Confidentiality Agreement
- Consultants are authorized by the Client to sign for and on behalf
of the Client, any NDA, Confidentiality Agreements, Non-Disclosure or
any required document by the sellers or their brokers to be signed
before providing such documents or information.
- The Consultants will collect from Brokers / Landlords / Owners /
Sellers / Exporters / Importers / Consultants / Third Party Concerned,
for the purpose of evaluating a possible acquisition, affiliation,
execution, implementation based on job requirement at per
Exhibit-A. Owner reserves the right to deliver Information, much of
which is highly confidential, only to those who sign this Agreement.
The parties agree, in consideration of the covenants
and agreements contained herein, as follows:
- Client will not disclose, permit the disclosure of, nor release,
disseminate or transfer any information obtained hereunder
("Information") to any other person or entity, except to those of its
agents, representatives and employees who need to know the Information,
and who are informed by Client of the confidential nature of the
Information, and agree to be bound by the terms of this Agreement.
- All information shall be used for the sole purpose of evaluation
based on guidelines provided by the "Client" as per Exhibit-A (part of
this NDA), and it shall not at any time, or in any manner, be used for
any other purpose.
- Client agrees that it will make no copies of the Information, and
that the Information will be kept confidential and will not be
disseminated in written or oral form to any third party without
"Consultant's" or "Owner’s" prior written consent, which may be granted
or denied at their sole discretion of owners of the information,
following Client’s disclosure to "Consultant" of proposed recipient.
- Clients should not contact directly any person’s concerning the
Project / Assignment, other than "Consultant", without "Consultant’s"
written permission. Such persons include, without limitation, Owner’s
employees, suppliers, Contractors and tenants.
- Further, "Client" and its agents, representatives and employees will
not volunteer, or disclose in any way, to any person or entity,
including Owner’s employees, suppliers, Contractors and tenants or any
competition or comparable:
- That information has been made available,
- any notes or summaries of the information,
C. the fact that the Assets may be for sale,
D. that discussions or negotiations are taking place or will take
place, or
E. any of the terms or conditions or other facts concerning a possible
Acquisition / Merger or Transfer etc.
- If Client is a corporation, partnership, limited liability company
or other non-natural legal entity, the person (s) signing this Agreement
on its behalf will take all appropriate precautions to limit the
dissemination of the Information as described above. This Agreement
shall be binding upon their respective successors, assigns, heirs and
legal
representatives, including, without limitation, any corporation or other
business entity with which the Client may merge or consolidate or to
which they may transfer substantially all its assets or enter into an
acquisition or reorganization transaction.
- Client acknowledges that its agents, representatives and employees
shall be bound by this Agreement, and any breach thereby shall be deemed
a breach by Client.
- This Agreement applies to all Information received from
"Consultant", now or in the future, which is not readily available to
the public. Client understands that all information shall be deemed
confidential, valuable and proprietary such that its unauthorized
disclosure, even without intent to harm, could cause substantial and
irreparable harm to Owner, Broker and Consultants.
- In the event of any breach or threatened breach of this Agreement,
Consultant and Owner shall have the right and remedy to institute
proceedings to obtain immediate injunctive relief, since such breach or
threatened breach may cause irreparable damage to Owner and Consultant,
for which monetary damages would not provide an adequate remedy. Nothing
in this agreement shall be construed to limit other remedies available
to Consultant and Owner, and the breaching party shall be liable for all
costs of enforcement of the terms of this Agreement, including, without
limitation, court costs and reasonable attorney’s fees.
- The client acknowledges that it is the principal and not an agent on
behalf of any other party.
- Neither Consultant nor Owner/Broker makes any representations or
warranty, express or implied, as to the accuracy or completeness of any
Information provided by them. Client assumes full and complete
responsibility for reconfirmation and verification of all Information
received and expressly waives all rights of recourse against Owner,
Broker and Consultant with respect to the same, and agrees to hold
Consultant and Owner/Broker harmless from any and all claims arising out
of delivery of the Information to Client.
- The Person signing on behalf of Client represent that they have the
authority to bind the parties for whom they sign this Agreement shall be
governed and construed in
accordance with the laws of the State of Ohio, with value exclusively in
the State Court in Montgomery County.
- Client acknowledges that Swairah Network is the exclusive
Representative and Consultants of the Client within the scope of
Assignment specified at per Exhibit-A (part of this NDA). "Client,
jointly and severally, indemnify Consultant and Owner/broker against any
fee claims by any broker. Client further acknowledges that Consultant
will not pay a commission/fee or compensation of any kind, to anyone who
is, acts as, or has an interest of any kind or nature whatsoever,
whether contingent or vested, direct or indirect, oral or written, in
the Client, and further acknowledges that in this contemplated
transaction, the Consultant is acting as the agent of the Client and, in
the event of a sale, lease, transfer, merger, or development, shall be
paid a fee based on the agreement between the "Client" and the
"Consultant".
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CLIENT Signature: ______________________________
Print Name: _____________________________________
Company Name: _________________________________
Title: ___________________________________________
Date: ____________________________________________ |
Assignment Accepted by:
CONSULTANTS: ________________________________________
Dated: __________________________________________________
email: info@ohiopetroleum.net
web: www.ohiopetroleum.net |
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