Terms and Conditions
Withington LLC Terms and Conditions NON-DISCLOSURE, NON-COMPETE, NON-CIRCUMVENT
By submitting the request form on this website the parties contemplate entering into various business transactions for their mutual benefit and have agreed to enter into this Agreement to establish the basic terms, conditions, and mutual covenants upon which they wish to transact business and in consideration of which the Parties hereto agree as follows:
1. Definition of terms of reference of this Agreement: (ICC-CC06-1.1)
(a) “Connected Person” with reference to either party hereto shall include but not be limited to: any bankers, lawyers, trustee, agent, corporation, consultant, advisors, consortium and/or syndicate members, associates affiliates, and any person, corporation or entity whatsoever which comes to have knowledge of or acts as a conduit for any knowledge or information concerning any and all transactions covered by this Agreement as a result of any communication directly with or originating from or relating to any Party hereto: Personal and/or Business Contacts are valuable and are considered “Vested Business Interests”.
(b) “Transaction(s)” shall include any and all stages of negotiations, discussions, communications (of whatever form) and completion’s between the Parties hereto and their connected persons to the other Party and its connected persons which transactions shall specifically include arranging the purchase and sale of all types of REO, Commercial and/or Residential Real Estate, MTN & other Commodities and/or Project Funding or the development of Joint Ventures.
(c) Reference to the singular shall include the plural, masculine shall include the feminine, the whole shall include the part, and the personal shall include the corporate and in all cases the vice versa, as if they were set out separately and traversed seriatim.
(d) Reference to the Parties hereto shall include the trustees, heirs, successors, assignees, appointees, administrators, executors, and where appropriate successors in interest of such Parties.
2. The Parties hereto irrevocably undertake and warrant not, by any means or under any circumstances (whether in the United States Of America or in any other Country, States or Principality) to circumvent each other with regards to any of the opportunities to enter into Transactions made available to either Party by the other Parties (details of which shall be set out signed by the Parties and appended to the Agreement from time to time at any time during the duration of this Agreement by contacting or attempting to contact in any manner the owners and/or sellers or sources of the subject matter of assistance of either Party’s connected persons from receiving any (or less) fees, profits, commissions, remuneration or benefits whatsoever as may be due to either Party from the other Party.
3. The Parties hereto undertake to maintain absolute and total confidentiality concerning any and all information (personal and otherwise) regarding either Party hereto without first obtaining the prior written permission of the other Parties hereto. (ICC-CC06-1.3)
4. This Agreement shall continue in full force and effect for a period of Five (5) full years from the date entered into and shall apply to any and all Transactions introduced by either Party or other Parties hereto and shall include any subsequent follow-ups, extensions, add-ons and rollovers or re-negotiated and/or delayed Transactions introduced regardless of the success of earlier states of any Transactions and the Parties expressly recognize that information given and introductions made by a Party for the duration of this Agreement unless expressly agreed to by the introducing Party in writing.
5. Any controversy or claim arising out of, or in connection with this Agreement or alleged breach thereof which is not settled by the Parties hereto shall be settled by Arbitration in accordance with the Statutes and Laws of Wyoming and the Parties hereto agree to use their best endeavors to facilitate such arbitration and thereby conclusively agree to accept the decision of such arbiter as final and binding on clause 7 below, the results of such arbitration may be entered into any course of competent jurisdiction in any country of execution thereof. In the absence of Agreement upon a choice of Arbiter, the President shall appoint the arbiter for the time being from the American Arbitration Association (ADR.org
6. This Agreement shall include all Transactions and part of parts thereof introduced to and between the Parties wherever Transacted in the World and this Agreement shall be governed and construed under the laws of the United States as well as those of the state of Wyoming.
7. In the event of circumvention in whole or in part being prima facie proven against either Party hereto, the Party in breach hereby agrees without any reservation to pay immediately without delay to the injured Parties the full amount of all commissions, fees, or charges, or other benefits as may have been agreed between the Parties; or in such event circumvention occurred before any such commissions, fees or chargers were received as a result of such circumvention, or otherwise as may be agreed by the injured Parties. (ICC-CC06-1.9)
8. The Parties hereto agree to interpret this Agreement in its broadest legal sense, and to enter into such in their private and personal capacity with the full responsibility and agree and undertake voluntarily to waive and renounce any and all rights of immunity whether Diplomatic, Sovereign or otherwise so as to enable the Parties hereto, to give full force and legal effect to the true purpose and intent of this Agreement.
9. The Parties hereto acknowledge that the true spirit of this Agreement is one of mutual trust and confidence, reliance on each other to do what is fair and equitable and to honor what has been agreed between the Parties hereto.
10. All signatories hereto acknowledge that they have read and understood the foregoing agreement, 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.
The parties hereby confirm with full personal and legal responsibility, that we have requested this information of our own free will and accord. We are requesting the information for our personal interest, purposes, and understanding, not for further distribution. We hereby affirm that the contemplated transaction is strictly one of private placement and is in no way relying upon the existing regulations relating to the United States Securities Act of 1933, as amended or related regulations, and does not involve the sale of securities.
It is understood and agreed that the standard Non-Circumvention and Non-Disclosure rules apply. We hereby confirm that neither of us, or anyone associated with each of our organizations have been solicited in any way. All parties agree that this is not a sting operation, nor are they members of any agency whose purpose is to collect information for defamation or prosecution.
Any documents or information received by each party will not be construed as solicitation in any way whatsoever, but are intended for our general knowledge. Any communication received, written or verbal will be kept confidential and will not be released by to any party. We further affirm that there has not been any offer to buy or sell securities.
Parties agree that we will not use the materials or information received by each other to circumvention and/or for any evasion of the stated purpose.
