MayenCM NDA Form July 2024

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Mayen Commodities and Materials GmbH

CONFIDENTIALITY AND NON-CIRCUMVENTION DISCLOSURE AGREEMENT

THIS AGREEMENT is made on ___ July 2024 by and between:

 __________________ incorporated and registered under the laws of _____________ with


company number _________ and whose registered office is at __________, ___________,
_____________ (the Counterparty); and

 MAYEN COMMODITIES AND MATERIALS GMBH, a company limited by shares, incorporated


under the laws of Switzerland with company number CHE-402.893.506., whose registered office
is at Sinserstrasse 67, CH-6330, Cham, Zug, Switzerland (Mayen),

and the Counterparty and Mayen, each, a Party.

RECITALS

 Either Party (the Recipient), may request the other Party (Disclosing Party) to provide certain
confidential and proprietary information relating directly or indirectly to the business
relationships and affairs of the Disclosing Party and its clients, including but not limited to its
internal policies and procedures, operations, investment opportunities, prospects, clients’ and
counterparties’ names and contact details. This may include but is not limited to any information
discussed or disclosed at face to face or telephonic meetings, presentations, agreements
entered by the Disclosing Party, its affiliates or clients and any other ad-hoc materials delivered
or disclosed (the Confidential Information) in order for the Recipient to evaluate existing and
prospective business operations and opportunities in relation to potential investments alongside
Mayen including without limitation (i) the acquisition of an interest/offtake with prepay in an iron
ore mine in Australia; (ii) financing the offtake in this opportunity iii) acquisition of offtake and
shares in a listed copper project developer and such other opportunities as may be identified in
writing (including by email) from time to time (the Permitted Purpose). For the avoidance of
doubt, Confidential Information shall include information developed or created by the
receiving party which is based on, derived from or which includes or refers to, any Confidential
Information as well as confidential or proprietary information of any third party to whom the
Disclosing Party has a duty of confidentiality.

 The Confidential Information is critical for the business of the Disclosing Party and considered
commercially sensitive. Accordingly, it is vital to the Disclosing Party that the confidentiality of
the Confidential Information is preserved.

The Disclosing Party is willing to provide the Confidential Information to the Recipient and its Permitted
Persons (as defined below) subject to the confidentiality obligations herein.

IS IT AGREED THAT:

 The Recipient shall protect the confidentiality of any and all of the Confidential Information and
shall hold and treat it in confidence, and shall not, without the Disclosing Party's prior written
consent, disclose any of the Confidential Information to any person for any purpose whatsoever
other than those of its affiliates and their respective officers, directors, members, employees,
professional advisers who reasonably need to have access to the Confidential Information for
the proper performance of their work with respect to the Permitted Purpose and then only to the
extent so required (Permitted Persons). The Recipient undertakes to ensure that each such
Permitted Person is bound by at least as stringent a confidentially obligation as set out herein
and that each such Permitted Person shall not use the Confidential Information for any purpose
other than the Permitted Purpose. The Recipient will be liable for breach of the confidentiality
obligation contained herein by any Permitted Person, unless such Permitted Person has agreed
in writing in form and substance satisfactory to the Disclosing Party to be directly liable to the
Disclosing Party for any such breach. Recipient undertakes not to use the Confidential
Information for any purpose whatsoever other than the Permitted Purpose or as otherwise
agreed with the Disclosing Party.

 It is understood Confidential Information shall not include:

 information which was in the public domain at the time of disclosure other than as a
result of a breach of this Agreement; or

 information which was in the Recipient's possession prior to the time of its disclosure
hereunder and the Recipient was not under any obligation of secrecy in respect of such
Information at that time; or

 information which, though originally Confidential Information, subsequently becomes


part of the public knowledge or literature through no fault of the Recipient, as of the date
of its becoming part of the public domain; or

 information which, though originally Confidential Information, subsequently is received


by Recipient without obligations of secrecy from a third party who is free to disclose the
information, as of the date of such third-party disclosure.

 The Recipient shall not disclose Confidential Information received hereunder to a person or
party other than (subject to the terms hereof) a Permitted Person without prior written consent of
the Disclosing Party. Nothing in this Agreement shall prevent the disclosure of Confidential
Information pursuant to any law, regulation or order of a court of competent jurisdiction or
pursuant to a proper request from a regulatory authority asserting jurisdiction over the Recipient
and the Recipient will promptly notify the Disclosing Party of any such required disclosure,
unless otherwise prohibited by applicable law or regulation.

 The Parties undertake that, other than in concert with the other Party or such party’s express
prior written approval, it shall not, directly or indirectly, for the duration of this Agreement: (a)
interfere with, circumvent or attempt to circumvent, by pass, or obviate the Party’s interest or
relationship with, or disclose the identity of, such Party’s contacts, counter-parties, clients,
partners, investors, financiers or service providers (including their respective associates,
agents, affiliates, intermediaries and representatives); (b) induce, solicit, contact, procure or
encourage, deal with, respond to, or otherwise become involved in any discussions or enter into
any transactions with, a third party to which it has been introduced by a representative of a
Party without such Party’s prior written consent.

 Each Party shall procure that its officers, employees, agents, advisers and other representatives
(the Related Parties), and each of its affiliates respective Related Parties, comply with clause 4
as if they were a party to this Agreement.

 The Recipient acknowledges and agrees that disclosure of Confidential Information shall not
vest any property, including intellectual property, rights in Confidential Information disclosed to it
by the Disclosing Party nor shall the disclosure of any Confidential Information constitute an
offer by or on behalf of the Disclosing Party nor will it create an obligation to enter into any
contract, or accept any offer or proposal which may be made by the Recipient.
 Each Party represents and warrants to the other that it has legal right and authority to enter into
and perform its obligations under the Agreement.

 This Agreement does not include, expressly or by implication, any representations, warranties or
other obligations:

 to grant Recipient any licence or rights other than as may be expressly stated in this
Agreement;

 to require the Disclosing Party to disclose, continue disclosing or update any Confidential
Information;

 as to the accuracy, efficacy, completeness, capabilities, safety or any other qualities


whatsoever of any information or materials provided under this Agreement.

 Each Party acknowledges and agrees that any breach of this Agreement could cause injury to
the other Party (including for this purpose its affiliates). In the event of a breach or threatened
breach by the Recipient, the Disclosing Party (including for this purpose its affiliates), shall be
entitled to apply for remedies of injunction, specific performance and other equitable relief in any
court of competent jurisdiction and no proof of special damages shall be necessary for the
enforcement of any rights under this Agreement.

 Should any part or provision of this Agreement be held unenforceable or in conflict with the law
of any jurisdiction, the validity of the remaining parts or provisions shall not be affected by such
holding and the relevant part or provision shall be construed so as to give maximum effect
thereto consistent with relevant law.

 A waiver of any breach of any provision of this Agreement shall not be construed as a continuing
waiver of other breaches or a waiver of a breach generally of the same or other provisions of
this Agreement. No waiver of a breach of this Agreement will be effective unless it is signed in
writing by the Disclosing Party.

 This Agreement constitutes the entire Agreement and understanding between the parties and
supersedes all prior agreements and understandings with respect to the subject matter of this
Agreement whether written or oral. Subject thereto, no modification or claimed waiver of any of
the provisions hereof shall be valid unless in writing and signed by authorised representatives of
the Party against whom such modification or waiver is sought to be enforced.

 The Recipient shall at its expense (to the extent legally and practical to do so), at the written
request of the Disclosing Party, promptly and in any event within 7 days:

 return to the Disclosing Party or destroy all documents and


materials (including computer media) or such parts thereof
as contain or reflect any Confidential Information, together
with any copies which are in the Recipient’s possession or
control or are in the possession or control of any of its
Permitted Persons, provided that such information is in a
form which is capable of delivery or destruction;

 permanently erase all Confidential Information from any


computer, word processor, mobile telecommunications
device or similar device into which it was programmed by
or on behalf of that Party or by or on behalf of its
Recipients provided, however, that no Party shall be
obliged to search any database or other archival platform
for the purposes of verifying compliance therewith.

Each Party and its Permitted Persons may retain the Confidential Information to the extent
required to meet any legal, regulatory, insurance requirement or its internal compliance
procedures; and electronic files containing Confidential Information created pursuant to
automatic archiving and back-up procedures.

Each Party acknowledges that neither the destruction nor return nor deletion of any Confidential
Information will release it from the obligations in this Agreement.

 Each Party acknowledges that the other Party has entered into this Agreement for its own
benefit and the benefit of its members and affiliates as third party beneficiary in accordance with
the Contracts (Rights of Third Parties) Act 1999 (Third Party Beneficiaries), and that this
Agreement is intended to be enforceable by each of the Third Party Beneficiaries by virtue of
the Contracts (Rights of Third Parties) Act 1999.

 No Party may assign its rights under this Agreement without the consent of the other Party.

 This Agreement and the Parties' obligations hereunder shall terminate and be of no further force
on the earlier to occur of (i) the date on which definitive agreements are entered into with
respect to the Permitted Purpose and then only in respect of the subject matter of such
documentation and (ii) the date which is two years after the date of this Agreement.

 Any notice, claim or demand in connection with this Agreement shall be given in writing to the
relevant Party at the address stated in this Agreement.

 This Agreement may be entered into in any number of counterparts, all of which taken together
shall constitute one and the same Agreement.

 This Agreement and any non-contractual dispute arising in relation thereto is governed by, and
is to be construed in accordance with, English law. The English Courts will have non-exclusive
jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with,
this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the date
first written above

Signed on for and on behalf of Signed on behalf of

_______________________ Mayen Commodities and Materials GmbH

…………………………... ……………………………....

Authorised Signature Authorised Signature

Name Thomas Tumoscheit

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