, identified with the identification number , In representation of identified with NIT number. who will be called from here on THE ACCEPTOR"And the Mr., , identified with the identification number , In representation of identified with NIT number. , who hereinafter will be called " THE INFORMANT", and the two together will be called " THE PARTS" have decided to enter into this agreement of understanding and confidentiality that will be governed by the clauses stipulated below, after the following:
THE INFORMANT clarifies that he has developed a series of knowledge, Know How, administrative, financial, commercial, technological, marketing strategies, advertising and also captured a series of databases of his activities and knowledge. Such type of knowledge and information is industrial and exclusive property of " THE INFORMANT", which is its owner.
THE INFORMANT, has the healthy intention of sharing a business opportunity/idea and all kinds of products/services related to said business opportunity/idea, its activities directly and indirectly related and its technological and commercial uses, in addition, its contacts, knowledge and skills, in addition to revealing confidential information with the purpose of managing the realization or materialization of business/ideas thereof, which generate "Mutual benefits at all levels, especially economic" with " THE ACCEPTOR"
THE PARTS may incorporate third parties within the objectives mentioned in this Agreement. In this case, each of THE PARTS must ensure that the incorporated persons respond and adhere to what is described in this agreement.
THE PARTS have the need to reveal certain confidential information derived or contained in a verbal, written or visual way in documents, chats on a mobile device, the Internet or managed by a third part designated by THE PARTS, but not from the general public. This Information may be of a commercial nature that may include, among others, suppliers or buyers of products and services, project plans, investment and development, technical and financial information, product and service plans, price information, analysis and projections, specifications., designs, drawings, software, data, prototypes, Know How, customer data, investors and other business and/or technical information, related to the development of the project or business between THE PARTS.
That, in this AGREEMENT,
THE ACCEPTOR recognizes the confidential nature of any information that is not in the public domain to which it may have access in the process of executing this Agreement and in turn undertakes not to disclose it to a third part without authorization. prior, express and in writing of THE ACCEPTOR.
The terms used in this agreement or in its Annexes, both in the singular and in the plural, will have the meaning assigned to them in the ordinary and usual sense that they have, in the corresponding technical language, or in the natural and obvious one depending on the use general of them.
THE ACCEPTOR expressly waives any benefit that they may receive in relation to an erroneous classification of this agreement, as well as any other similar benefit that may exist in the future, under the protection of the legislation of the Republic of Colombia.
That this AGREEMENT originates from the following business opportunities, but that it will have an extended and automatic validity for those who wish to add by common agreement between
THE PARTS :
CampoAventuras Colombia / RobertOspina
EcoEducational villages Colombia / RobertOspina
EduCamps Colombia / RobertOspina
PEVI / PVEI / PEVII
Educational TinyCamps Colombia / RobertOspina
Prior to the ABOVE CONSIDERATIONS, the parties sign this AGREEMENT which will be governed by the following CLAUSES:
means any organizational, personal, technical, financial, commercial, strategic information or related to current and future business operations and that is recognized by CLAUSE ONE: DEFINITIONS. Confidential Information: THE PARTS as Confidential, except for the following:
That it has been in the public domain, or that it is published without any action and/or intervention of
THE PARTS. That it be developed independently or acquired by
THE PARTS, through people, who have not had direct or indirect access to or knowledge of such confidential information. That it be disclosed with the prior written approval of
THE PARTS. That the disclosure and/or disclosure of the information is carried out in development or by mandate of a law, decree, sentence or order of a competent authority in the exercise of its legal functions; In this case, the part required to disclose the confidential information undertakes to immediately notify the other
PART of this Agreement that it has become aware of this obligation, so that it can take the necessary measures to protect its confidential information, and in the same way undertakes to take the necessary measures to mitigate the effects of such disclosure.
agree to define and guarantee for each business, the distribution of economic benefits and form of payment for each of SECOND CLAUSE. Economic benefits, fees or commissions: THE PARTS THE PARTS that comprise it, identifying their condition.
Example: Type of member (
Organizer, Provider, Final buyer, Broker or Commercial Agent, Trader or Distributor, Presenter or Referrer, Managing Intermediary, Other...)
Each Business, Negotiation and/or Participation of each of the parties on the same, must be attached later when reaching an agreement on this point between the parties to this AGREEMENT, referencing the number of the same. The parties hereby irrevocably and unconditionally agree and give a guarantee to honor and respect all their peers in the distribution of the fees or remuneration to be received.
THE PARTS agree that when it is not possible to define a fair share of fees or commissions, the average of three quotes obtained from market companies will be taken as a criterion.
THE PARTS agree that any information regarding economic benefits will be confidential until an agreement is reached on them, at which time they will define the nature of the information derived from these benefits.
undertake to tell each other about their current or historical personal legal and professional situation that could at any time affect the correct and transparent execution of this Agreement and to keep said information as part of this confidentiality agreement. THIRD CLAUSE. Secret: THE PARTS
THE PARTS undertake to keep all confidential information secret, including the contacts presented and to use it only in the development of projects and business/commercial ideas in execution of this Agreement. This obligation includes Partners or Shareholders, Companies of the business group to which it belongs, Workers, Subcontractors and others related, for which they assume full responsibility for the damages that any disclosure of confidential information may cause to the other PART.
They are obliged to keep the information confidential. Consequently, they must: FOURTH CLAUSE. Obligations. THE PARTS.
Refrain from revealing Confidential Information, either in whole or in part, to third parties, unless prior written authorization has been obtained from the other part, or upon request from a competent authority.
Refrain from using Confidential Information for purposes other than those stipulated in this Agreement.
Reveal Confidential Information only to those Associates, Workers and Subcontractors who are directly related to the development of the projects and businesses of
THE PARTS, with prior authorization from the other. Ensure that workers and subcontractors who have access to Confidential Information adopt the necessary measures to preserve the confidentiality of the information, in the same terms in which he is bound by this Agreement.
Not to use the confidential information that he knows or will come to know, in the development and execution of the Agreement, for his own benefit or that of third parties and for purposes other than those provided therein, prohibiting disclosure even for academic purposes.
Adopt and maintain adequate internal security mechanisms to protect the confidentiality of all the information that it knows or will come to know about the other PART.
Confidential Information may not be used by any of
THE PARTS to the detriment of the other or for purposes other than those established in this AGREEMENT.
THE PARTS will not distribute, publish or disclose confidential information to any person, except to employees who have a strict need to know it for the purpose of developing the businesses and projects for which it is disclosed, with prior authorization and with the exceptions mentioned in Clause First of this Agreement.
THE PARTS will inform each of the Associates, Workers and Subcontractors that receive Confidential Information of its confidential nature and of this Agreement and will instruct them to handle the confidential information and not use it except for the matters necessary for the development of this AGREEMENT. They will be responsible for any inappropriate use of confidential information. All information, whether confidential or not, will remain the exclusive property of the part that discloses it.
If the present relationship between
THE PARTS, derives in commercial agreements where previously agreed Fees or Commissions must be paid and stipulating which of THE PARTS must pay them, the PARTS hereby irrevocably and unconditionally agree and give a guarantee of honoring and respecting all similar in terms of fees and remuneration to be received.
must return or destroy all Confidential Information provided when it is required in writing for such purposes, regardless of who in all their company or Associates or Subcontractors have had access to the confidential information. Additionally, it is obliged to deliver a certificate signed by the Legal Representative confirming the return and/or destruction of all digital copies, compilations, analyzes, studies and documents that it possesses in physical, magnetic and similar media or any other means with which it has obtained or Information prepared, within a term of five (5) business days. FIFTH CLAUSE: Return of Confidential Information and Ownership. THE PARTS
In the event that any of CLAUSE SIX: Limitations on the protection of Confidential Information. THE PARTS is required by the competent authority to partially or totally disclose the Confidential Information, the latter must inform the other PART about such request within the business day following the date of the request, in order for THE PART that is the owner of the Confidential Information can take adequate and reasonable measures to obtain the protection of their Confidential Information. However, in the event that the duty to disclose Confidential Information is mandatory, THE PART thus obliged to do so, or their representatives, must inform the confidential nature of the information and limit themselves to revealing only and strictly what was requested of them.
Force Majeure: A part will not be considered as having violated the agreement when such violation is due to circumstances beyond its control, including natural catastrophes, civil disturbances, non-malicious mistakes and theft or appropriation of privileged information or contracts without the intervention or assistance of one or more of " THE PARTS". These events must be legally supported, except for natural catastrophes.
Although the information disclosed is not provided with evidence of due diligence and/or audited, SEVENTH CLAUSE: Veracity of Confidential Information. THE PARTS declare that they have made and will make their best efforts to deliver Confidential Information in the most complete way possible, in a way that reflects the reality of the operations in it contained and allows an adequate evaluation of the Project.
undertake to behave in good faith in the development and execution of this AGREEMENT, so as to guarantee in all their actions the interest of protecting the information and professional relationships between CLAUSE EIGHT: Execution and Interpretation in Good Faith. THE PARTS THE PARTS.
PART agrees not to contact directly or indirectly, or negotiate with any company, corporation, association, or individual presented by the other PART without the specific written permission of the other part or to initiate a future business relationship. In the event of deception and one of THE PARTS closes a business without the intervention of the other PART, the affected PART must be compensated by THE PART that generated the deception with the highest value between the total remuneration stipulated for the business or 50% (fifty percent) of the generated invoicing, plus the maximum interest allowed by law.
Each part undertakes not to divert, directly or indirectly, the Contacts or Business presented. Furthermore, each
PART undertakes not to reveal to any third part the identities, physical or electronic addresses, contact numbers or any other information provided by one or the other PART without the specific written permission of the supplying PART. This agreement will apply to all signing parties. Each PART will take reasonable steps to ensure that its employees, representatives, officers, contractors, shareholders, associates and other third parties comply with this agreement.
In the event that CLAUSE NINE: Responsibility. THE PARTS fully or partially breach the obligations under their charge derived from this AGREEMENT, they will be liable to THEM for the damages that said breach may cause to the other. The plaintiff PART may be entitled to collect a cost to be agreed as damage through documents, actions or proceedings against another that derives from this agreement. The fees of the intervening legal professionals will be set by the court, arbitrator or adjudicating authority.
This AGREEMENT constitutes the only one in force between the parties in relation to Confidential Information related to projects and business between TENTH CLAUSE: Sole Agreement. THE PARTS, and therefore supersedes and supersedes any other Agreement (prior to the date of signing of this agreement) between them.. In the event that any of the obligations contained in this AGREEMENT is declared invalid, the other conditions, obligations and clauses agreed upon herein will continue to be enforceable between THE PARTS.
This agreement will be valid for five (5) years from the date of its signature and will be automatically renewed for the same term for the duration of the business relationship between the parties, and will remain in effect after five (05) years from the end of the commercial relationship between the parties. ELEVENTH CLAUSE: Duration or Validity of the AGREEMENT.
This agreement will apply to all transactions originated during the term of this agreement and to all subsequent transactions that are signed, or repeated, and conform to the original transactions during the term of this agreement.
When a business or order is closed, before the expiration date, then, the new 5-year expiration date will begin on the date that said deal or order is closed.
This AGREEMENT may only be modified by prior written and express agreement between TWELFTH CLAUSE: Modifications. THE PARTS.
THE PARTS agree that a physical or electronic document signed/accepted between all of the Parties or another physical or electronic copy of this agreement will have the same force and effect as the original of this document.
Neither part may assign their rights and obligations derived from this Agreement. THIRTEENTH CLAUSE: Assignment.
For FOURTEENTH CLAUSE: Non-Mandatory Investment. THE PARTS it is clear that this will be a stage of work, negotiation, study and analysis which will not represent at any time any commitment to carry out a negotiation that culminates with the signing of a contract or the acceptance of a commercial offer, opportunity/business idea, nor will it generate liability and compensation by any of THE PARTS.
shall not be considered partners or joint ventures and neither part shall be subject to the commitments of any other part or obligation arising from the execution of this Agreement. FIFTEENTH CLAUSE: Release. THE PARTS THE PARTS mutually agree and accept that there may be intermediaries that allowed this approach for business purposes. THE direct PARTS ( Non-Intermediaries ) agree that it is their own responsibility to sign the contracts and/or reach the verbal agreements between them and assume full responsibility for this decision and for any expenses they may have with the deals now and in the future. successive. Intermediaries have sent and may continue to send THE main PARTS, all the information they have available to carry out a business successfully and all THE PARTS agree that the acceptance of such information is the full responsibility of the receiving part, therefore, the Intermediaries are not responsible in any intermediation now or hereinafter, without limit, of any transaction, business, payments, agreements, deposits, changes, cancellations, claims, trials, suspensions or legal cancellations of contracts or shipments of the product, misinformation or any other event related or not with the deals between THE signatory PARTS. THE signing PARTS are responsible for accepting or refusing to negotiate and/or sign any type of contract or agreement. THE PARTS agree to provide intermediaries for any event that may arise from this or any other transaction.
. In cases where one of the parties allows the other part to negotiate directly with the buyer or seller or any other intermediary, the authorized part will inform the other part of the development of the transaction, weekly, sending copies of all related correspondence. with the aforementioned transaction. All parties agree that, if the seller has sent an official document to the buyer SCO ( SIXTEENTH CLAUSE: Authorization to contact Soft Corporate Offer :: Non-binding offer ), FCO ( Full Corporate Offer :: Full corporate offer ), the preliminary contract or any other, after have received a LOI ( Letter of Intent :: Letter of Intent ) or ICPO ( Irrevocable Corporate Purchase Order :: Commission of Irrevocable Payment Order ) of the buyer, the seller or their intermediaries would directly notify the buyer to speed up the process, sending a copy of these messages to the part that brought the business.
In the cases in which the Intermediaries do not participate in the negotiation directly, the authorized
PARTS will keep all the members of this agreement informed about the development of the transaction, sending daily or weekly copies of the communications with the progress.
PARAGRAPH : In the event that THE PART receiving the information or knowledge of the Contact presented by the other PART to manage a business opportunity has already had or has a direct relationship with the person or company presented, this Agreement will be specifically limited to the business sources managed by the PRESENTING PART.
All taxes caused or derived from this Agreement will be for the individual account of each SEVENTEENTH CLAUSE: Taxes: PART, according to what is stipulated by the legal framework of the country where the payment or receipt of the Economic Benefits is caused. When the Law does not determine it, they will be paid by THE PARTS in proportion to what each one derives in their favor.
In the event of non-compliance with any of the clauses agreed upon herein by EIGHTEENTH CLAUSE: Compromise Clause. THE PARTS, the damages caused will be quantified and the law will proceed, submitting, if the affected PART so wishes, first to arbitration in accordance with the chamber of commerce that it designates, either National or International ICC ( International Chamber of Commerce :: International Chamber of Commerce ) and according to the laws of non-disclosure and will affect all PARTSsignatories and their partners, affiliates, employees, agents and dealers. The costs derived from the application of this clause, as well as the fees of the legal professionals hired for this purpose, will be assumed by the part that is declared responsible for the arbitration award.
the parties declare that in the event of reaching any type of agreement and/or negotiation, an exclusive relationship will be maintained related to the business opportunity/idea, its directly and indirectly related business lines and its entire ecosystem, which means that you will not be able to carry out work or work for other companies that develop the same business and/or corporate purpose, specifically as related in this agreement. It should be clarified that the businesses that this clause deals with are related to the business purpose of CLAUSE NINETEENTH: NON-COMPETITION
CampoAventuras Colombia / RobertOspina
EcoEducational villages Colombia / RobertOspina
EduCamps Colombia / RobertOspina
PEVI / PVEI / PEVII
Educational TinyCamps Colombia / RobertOspina
The parties agree that they will not be able to do business with clients of similar activities and will not be able to link to them either during or at the end of this contract without the prior consent of the former.
The communications that either part must send to the other, will be sent to the following emails, being necessary that the receipt of said emails be confirmed by the authorized persons who receive them, which the parties designate below: TWENTIETH CLAUSE: Notifications:
· By "
THE INFORMANT": , , .
· By "
THE ACCEPTOR": , , .
This Agreement will be governed, interpreted and executed subject to the laws of the Republic of Colombia, in particular it will be governed by the provisions contained in the Commercial Code in relation to the joint accounts contract. CLAUSE TWENTY-ONE. - Applicable Law:
This Agreement and its annexes constitute the comprehensive agreement that binds the Parties in relation to its object. Consequently, the Agreement repeals and expressly terminates all previous verbal or written agreements that are related to the same object. Notwithstanding what is stipulated in other Clauses of this contract, any modification to this Agreement or any of its Clauses, or terms and conditions must be made by mutual agreement by the Parties, which must be in writing and be signed by them, except by the special provisions stipulated in this Agreement in this regard. TWENTY-SECOND CLAUSE: REFORM AND INTEGRALITY-
in breach of this agreement, must pay the affected part a fine in the amount of CLAUSE TWENTY-THREE- Penal Clause: Whoever is M/L ($ ), if this sum is not sufficient to compensate the damages caused, this sum will be increased to the amount sufficient to cover said damages, as established in the ninth clause of this agreement.
For all legal purposes, the Parties agree as the contractual address the city of Bogotá DC CLAUSE TWENTY FOUR. - Address:
This Agreement is valid worldwide for each and every transaction related to TWENTY-FIFTH CLAUSE: Applicable Law or Regulations. THE PARTS.
All the members of this agreement acknowledge that they have read and accepted all of the clauses of this Agreement and declare that they have full and complete authority to sign, execute and enforce it.
This AGREEMENT is signed and signed by the ( ) days of the month of , before the necessary organisms.
DATA OF THE FIRST SIGNATOR:
DATA OF THE SECOND SIGNATOR:
THE ELECTRONIC SIGNATURE WILL BE VALID AND ACCEPTED AS SIGNATURE OF THIS AGREEMENT