MUTUAL NON-CIRCUMVENTION, NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

LAST UPDATED DATE: January 01, 2024

NON-CIRCUMVENTION, NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT. 

This Non-Circumvention, Non-Disclosure and Confidentiality Agreement (“NCNDA”), is entered into between Diesel Enterprise, LLC dba CBD National, an Oregon Domestic Business Corporation, and all buyers and sellers of our Marketplace which shall be effective as per the date of registration. Registration and use of this website and its systems is considered acceptance of these terms. Any changes to this Agreement will be in effect as of the “Last Updated Date” referenced on the Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of the agreement to such changes.

WHEREAS this NCNDA is intended to obligate the all parties, and their partners,

associates, employers, affiliates, subsidiaries, parent company, nominees, representatives, employees, successors, clients and assigns, hereinafter, referred to as (the “Parties”), jointly, severally, mutually, and reciprocally for the terms and conditions expressly stated and agreed to below, and this NCNDA may be referenced from time to time in any document(s) or NCNDAs. This NCNDA covers any and all transactions, ventures and deals as specified in agreements or joint ventures between the Parties including, but not limited, to buying and selling products and services on CBD National’s Marketplace and all projects to be conducted in the United States, or any other venue in the world.

WHEREAS the terms and conditions of this NCNDA apply to any exchange of Confidential Information. “Confidential Information” shall mean, but is not limited to financial information or data, personal or corporate names, contracts initiated by or involving the Parties including without limitation any contracts or NCNDAs between any Party hereto and any seller or seller representative, and any addition, renewal, extension, amendment, re-negotiation, or new NCNDA, hereinafter, referred to as the NCNDA for the proposed transaction between the Parties hereto with each other or with third parties introduced by one of the Parties to the other in connection with their proposed ventures, including but not limited to contract terms, product information or manufacturing processes, prices, fees, financing arrangements, schedules, and information concerning the identity of the sellers, producers, buyers, lenders, borrowers, brokers, distributors, manufacturers, technology owners, or their representatives,and specific individual names, addresses, principals, or telex/fax/telephone numbers, e-mail addresses, references, product or technology information, business and contractual relationships, information such party provides regarding third parties and any ideas, inventions, methods, business processes, or any other business and/or technical and non- technical information.

WHEREAS the Parties mutually recognize and acknowledge that in any transaction involved in the business between them or others referred by them, each may learn from each other, (including associates), the identity, address, telephone, facsimile, email addresses of clients, customers, suppliers, brokers, agents, buyers, hereafter, referred to as a “Confidential Source” which the other Party has acquired by substantial investment in time, expense and effort.

NOW THEREFORE, is agreed by the Parties as follows:

1. Non-Circumvention. Each Party, for itself and its affiliates agree and guarantee each other Party, not to directly or indirectly (i) interfere with, circumvent or attempt to circumvent, avoid, by-pass, or obviate another Party’s interest, or the interest or relationship between the Parties, nor shall any Party endeavor to circumvent any other Party by entering into any business relationship of whatsoever nature with third parties made known by or through this NCNDA, including, without limitation, producers, sellers, buyers, brokers, dealers, distributors, refiners, shippers, financial institutions, technology owners, or manufacturers, (ii) change, increase, or avoid directly or indirectly payment of established fees, commissions, or continuance of pre-established relationship or (iii) intervene in any relationship with manufacturers or technology owners or with intermediaries, entrepreneurs, legal counsel, or (iv) initiate buy/sell relationships, or transactional relationships that by-pass one of the Parties with any corporation, producer, partnership or individual revealed by one of the Parties or with any corporation, producer, partnership, or individual revealed or introduced by one of the Parties to one another in connection with any ongoing or future transaction. The Party disclosing Confidential Sources to another Party shall be entitled to “customer protection” as to such confidential source and such customer protection shall be so and exclusive as to future business with such confidential source.
2. Non-Disclosure and Confidentiality. Each Party, for itself and its affiliates, intending to be legally bound, hereby irrevocably agree and guarantee each other Party, that it shall not disclose or otherwise reveal directly or indirectly, to any third party of any nature, any Confidential Information or Confidential Source provided by one Party to another Party hereto, or otherwise acquired, without the prior specific written consent of the Party or Parties providing such information or as otherwise required by law.
3. Non-Solicitation of Customers. The Receiving Party agrees during the term of this NCNDA and for a period of two (2) years after the expiration hereof, it will not, directly or indirectly, solicit any customer or business contact of the Disclosing Party to (a) cease doing business with the Disclosing Party or (b) become a customer of the Receiving Party in connection with a proposed transaction to the exclusion of the Disclosing Party.
4. Term of NCNDA. This NCNDA shall remain in force and effect until terminated by the Parties in writing. The term of this NCNDA shall extend throughout the life of the current contemplated transactions and any contracts, additions, renewals, extensions, rollovers, amendments, renegotiations, new contracts between the relevant parties or third-party assignments of same.
5. Governing Law of the NCNDA. This NCNDA shall be governed by and construed in accordance with the laws of the state of Oregon. In the event any litigation action is necessary to enforce or prevent the breach of this NCNDA, the prevailing party shall be entitled to costs and reasonable attorney’s fees.
6. Additional Remedies. In addition to the foregoing, a breach of any of the promises or NCNDAs contained in this NCNDA will result in irreparable and continuing damage to the disclosing Party for which there will be no adequate remedy at law in whole or in part for such violation. Consequently, in addition to other available remedies in law or equity, each disclosing Party shall be entitled to specific performance, injunctive or other equitable relief for any violation of this NCNDA.
7. Payment of Fees. Commissions, fees, compensation, or remuneration to be paid as a part of any transaction covering any Parties concerned shall be paid at the times such contracts designated, were concluded or when monies changed hands between buyers and sellers, unless otherwise agreed among the Parties. The Parties hereby irrevocably and unconditionally agree and guarantee to honor and respect all such fees, or remuneration arrangements made as part of any commission.
8. Scope. This NCNDA will cover any transaction or proposed transaction between the Parties during the term of this NCNDA.

Miscellaneous Provisions

A. No Assignment without Specific Consent. This NCNDA may not be assigned in whole or in part by any Party without the prior specific written consent of the other Parties.

B. Waiver; Entire NCNDA; Amendment. A provision of or a right or obligation created under this NCNDA may not be waived or assigned except in writing, signed by the Party to be bound by granting the waiver or assignment. ThisNCNDA, as to the subject matter set forth herein, embodies the entire NCNDA between the Parties and supersedes all prior or contemporaneous NCNDAs and understandings, if any, relating to the matters and transactions described herein, although the subject matter may be supplemented by other documents related to the transaction. This NCNDA may be amended or supplemented only by an instrument inwriting executed by both of the Parties.

C. Construction;Invalidity/Unenforceability; Each Party acknowledges that it has reviewed this NCNDA, and each hereby agrees that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this NCNDA, or any amendments or exhibits hereto. Should anyprovision or portion of this NCNDA be held to be unenforceable or invalid for any reason, only that provision or portion shall be affected and shall be changed or reformed by the Parties hereto that are affected thereby in the manner which most closely conforms to the lawful meaning of the original provision or portion hereof. Subject to this subsection, each Party may apply to a court or other forum specified herein of competent jurisdiction to obtain a judgment or order evidencing such reformation. When the context in which words are used in this NCNDA indicates that such is the intent, words in the singular number shall include the plural and vice versa, and words in the masculine gender shall include the feminine and neuter genders and vice versa.

D. Counterparts. This NCNDA may be executed in counterparts. If so executed, each such counterpart shall be deemed to be an original for all purposes, and all such counterparts shall, collectively, constitute one NCNDA.

E. Binding Effect. This NCNDA shall be binding upon and inure to the benefit of each Party and its affiliates, successors and assigns.

F. Notices. All notices, demands, or other communications to be given or delivered hereunder or by reason of the provisions of this NCNDA shall be in writing and shall be deemed to have been properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, including but not limited to Fed Ex and UPS to the Party’s last known address, (c) sent by certified or registered mail, return receipt requested and first class postage prepaid to the Party’s last known address, or (d) sent by facsimile transmission or e-mail.

G. Cumulative Remedies. All rights and remedies of any Party hereto are cumulative of each other and of every other right or remedy such Party may otherwise have at law or in equity, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.

H. Arbitration. Any dispute arising from or relating to this agreement shall be governed by the substantive laws of Oregon and submitted to the American Arbitration Association (AAA) before a single, neutral arbitrator experienced in commercial business matters selected in accordance with the rules set forth by the AAA. The costs of the arbitration shall initially be shared equally between the Parties. The prevailing party in such dispute shall be entitled to recover its reasonable attorney’s fees and costs, including the cost of such arbitration.”

I. Facsimile or Electronic Transmission. A copy of this NCNDA executed by any Parties to this NCNDA and sent to the other Parties by facsimile or electronic transmission (email) carries the full force and effect as a hand delivered original, provided that the facsimile or electronic transmission copy bears the sending Party’s transmitting terminal or other identifier and the date and time of transmission.

10. Signatures and Authority. By registering as a Buyer or Seller of CBD National’s Marketplace shall be deemed to be an executed contract. This NCNDA is enforceable and admissible for all purposes as may be necessary under the terms of the NCNDA. All signatories hereto acknowledge that they have read the foregoing NCNDA and by their initials and signature that they have full and complete authority to execute this document for and in the name of the Party for which they have given their signature.

IN WITNESS WHEREOF, the parties have, by and through their duly appointed representatives, have executed this agreement effective as per the date of registration. Registration and use of this website and its systems is considered acceptance of these terms.