Non-Circumvention and Non-Disclosure Agreement (NCNDA)
Courtesy translation. In case of any discrepancy, the Portuguese version prevails.
Version 1.0. Entered into between EISENBERG ASSESSORIA EMPRESARIAL LTDA, CNPJ 39.390.236/0001-17, operator of the Assessoria ME brand ("Assessoria ME"), and the individual or legal entity identified in the Platform registration ("Member").
1. Definitions
1.1. Introduced Counterparty: any individual or legal entity, including its partners, officers, group companies, mandate holders and representatives, whose existence, listing, identity or interest the Member learned of through the Platform or Assessoria ME.
1.2. Introduction: the viewing of a listing, an expression of interest, the sharing of information or a meeting arranged by Assessoria ME, recorded on the Platform or in any written form.
1.3. Circumvention: any contact, negotiation or transaction, direct or indirect, between the Member and an Introduced Counterparty without the participation and written consent of Assessoria ME, including through third parties, affiliated companies, partners, relatives or nominees.
1.4. Remuneration: the amount owed to Assessoria ME for the transaction, under the specific agreement (brokerage agreement, fee protection agreement or accepted proposal). Absent such agreement, it equals the commission percentage, between 0.1% and 10% of the gross value of the transaction, registered by Assessoria ME for the listing and displayed to the Member at the time of the Introduction. Absent both, it equals 10% of the gross value of the transaction.
1.5. Confidential Information: all non-public information obtained through the Platform, including the identity of the parties, prices, volumes, specifications, commercial terms, documents and strategies.
2. Non-circumvention
2.1. The Member undertakes not to engage in Circumvention with any Introduced Counterparty.
2.2. This obligation remains in force for 180 (one hundred and eighty) days from the last interaction recorded between the Member and the Introduced Counterparty through Assessoria ME. Each new interaction restarts the period.
2.3. The obligation covers the introduced transaction and any other transaction with the same Introduced Counterparty, for any product, initiated within that period.
2.4. Pre-existing relationship. There is no Circumvention when the Member proves a prior commercial relationship with the Introduced Counterparty for the same product. To do so, the Member must notify Assessoria ME in writing within 5 (five) business days of the Introduction, with documentary evidence. Absent such notice within that period, the Counterparty is presumed to have been introduced by Assessoria ME.
3. Confidentiality
3.1. The Member shall keep the Confidential Information confidential and use it only to evaluate and conduct transactions through Assessoria ME.
3.2. The Member may share Confidential Information only with its employees, advisors and financiers who need to know it, provided they are bound by equivalent confidentiality. The Member is liable for their acts.
3.3. Information is not confidential if the Member proves it became public through no fault of its own, was lawfully in its possession before the Introduction, or was required by a court or authority order, in which case the Member shall notify Assessoria ME beforehand where permitted by law.
3.4. The confidentiality obligation remains in force for 2 (two) years after the Member's last interaction on the Platform.
4. Penalties
4.1. In the event of Circumvention, the Member shall pay Assessoria ME, as a penalty clause (Brazilian Civil Code, articles 408 to 416), an amount equal to the Remuneration that would have been due for the transaction carried out, for each transaction.
4.2. Under article 416, sole paragraph, of the Brazilian Civil Code, Assessoria ME may claim additional compensation if it proves losses exceeding the penalty.
4.3. Amounts shall be adjusted by the IPCA index from the date of the transaction, plus interest of 1% per month, costs and attorneys' fees.
4.4. When the Introduced Counterparty is also a Member, both are jointly and severally liable for the penalty.
4.5. Breach of confidentiality subjects the Member to damages and removal from the Platform.
5. Evidence of Introduction
5.1. The parties agree, under article 373, paragraph 3, of the Brazilian Code of Civil Procedure, that the Platform's records (views, expressions of interest, messages and meetings, with date, time and IP address) constitute evidence of the Introduction.
5.2. The burden of proving a pre-existing relationship under clause 2.4 lies with the Member.
5.3. Upon request, the Member shall inform Assessoria ME whether it has carried out any transaction with an Introduced Counterparty within the period of clause 2.2.
6. Term
6.1. This Agreement is effective upon acceptance and continues to bind the Member after removal of its registration, for the periods in clauses 2.2 and 3.4.
7. Governing law and arbitration clause
7.1. Brazilian law applies.
7.2. ARBITRATION CLAUSE. Any dispute arising from this Agreement, the Terms of Use or the Privacy Policy shall be finally resolved by arbitration administered by the Center for Arbitration and Mediation of the Brazil-Canada Chamber of Commerce (CAM-CCBC), under its rules, by a sole arbitrator, seated in São Paulo, Brazil, and conducted in Portuguese. The Member expressly agrees to this clause, accepted in a specific field of the registration form (Brazilian Law 9,307/1996, article 4, paragraph 2).
7.3. The parties acknowledge that the arbitral award may be enforced abroad under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
7.4. Urgent measures prior to the constitution of the arbitral tribunal, and enforcement of the award in Brazil, may be sought before the courts of Eusébio, State of Ceará, Brazil.
8. General provisions
8.1. In case of discrepancy between the Portuguese and English versions, the Portuguese version prevails.
8.2. Tolerance by Assessoria ME of any breach does not constitute a waiver of its rights.
8.3. If any clause is held invalid, the remaining clauses remain in force.
8.4. Electronic acceptance of this Agreement, together with the records in clause 5.1, has the effect of a signature between the parties (Brazilian Provisional Measure 2,200-2/2001, article 10, paragraph 2, and Law 14,063/2020).