Twin Gemini Global Supply


    This MUTUAL NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT, dated as of , 2021 (this “Agreement”) is by and between Twin Gemini Global Supply LLC (TGGS) and , ( “Party Two”). In connection with discussions, negotiations and/or dealings, document exchanges regarding a possible transaction with any and all commodities, and all business transactions etc. between TGGS and one or more parties and their representatives (the “Proposed Transaction”), TGGS and Party may make available to each other certain Confidential Information (as defined below). While this Agreement does not require either party hereto to furnish any particular information, or either party hereto to receive it, this Agreement shall govern such information as may be furnished by either party to the other. In this Agreement, (a) the party hereto disclosing or otherwise making available any information is referred to in such capacity as the “Disclosing Party,” (b) the party hereto receiving any information is referred to in such capacity as the “Receiving Party.” In addition, each of TGGS and Party collectively is referred to herein as a "Party" or, collectively, as "the Parties".

    1. Confidential Information and Other Definitions 

    1.1. “Confidential Information” means any and all information and material (whether oral, written, electronic or  otherwise) disclosed or otherwise made available by Disclosing Party or any of its Representatives to Receiving  Party or any of its Representatives in connection with the Proposed Transaction or in the course of Receiving  Party’s evaluation of the Proposed Transaction, together with all notes, analyses, compilations, studies,  interpretations or other material that contain, reflect or are based in whole or part on any such Confidential  Information (collectively, “Derived Information”). In addition, Confidential Information shall include (x) the fact  that discussions or negotiations may take place, are taking place or have taken place concerning the Proposed  Transaction or that any Confidential Information has been shared between the parties and their respective  Representatives, (y) all of the proposed terms and conditions of the Proposed Transaction (including any financial  terms and conditions), or other facts with respect to the Proposed Transaction (including the status thereof and  the parties thereto), and (z) the existence, context, and terms of this Agreement (collectively, “Transaction  Information”).  

    Notwithstanding the foregoing, Confidential Information shall not include information that: (i) was already in  Receiving Party’s or its Representatives’ possession (on a non-confidential basis) prior to the time of disclosure to  Receiving Party by Disclosing Party (provided that such information was not obtained from a source known by  Receiving Party to be prohibited from disclosing such information to Receiving Party by a contractual, legal or  fiduciary obligation), (ii) is or becomes generally available to the public other than as a result of any disclosure by  Receiving Party in breach of this Agreement (including any disclosure by Representatives of Receiving Party that  would constitute a breach of this Agreement if undertaken by Receiving Party itself); (iii) is or becomes known or  available to Receiving Party or any of its Representatives on a non-confidential basis from a source (other than  Disclosing Party or any of its Representatives) that, to the knowledge of Receiving Party, is not prohibited from  disclosing such information to Receiving Party by a contractual, legal or fiduciary obligation; or (iv) is or was 

    independently developed by Receiving Party or any of its Representatives without use of or reference to any  Confidential Information.  

    1.2. “Representatives” means, with respect to any person, such person’s affiliates and its and their respective  managers, directors, officers, employees, consultants, financing sources, representatives, agents and advisors  (including financial advisors, attorneys and accountants); provided that, in the case of Receiving Party,  “Representatives” shall only include such persons to the extent they actually receive access to Confidential  Information or are aware of any Transaction Information.  

    1.3. “Person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership,  other entity or individual.  

    1. Non-Disclosure and Limited Use 

    2.1. Non-Disclosure; Non-Use. Without the prior written consent of Disclosing Party, and except pursuant to  Section 2.2 below, Receiving Party shall keep, and shall direct its Representatives to keep, all Confidential  Information confidential and shall not disclose, and shall direct its Representatives not to disclose, any Confidential  Information to any person, other than to Receiving Party’s Representatives who need to know such Confidential  Information for the purpose of assisting Receiving Party in its evaluation, negotiation, implementation or  consummation of the Proposed Transaction. Receiving Party and its Representatives shall not use any Confidential  Information for any purpose other than to evaluate, negotiate, implement, or consummate the Proposed  Transaction. Receiving Party shall be responsible for any breach of the terms of this Agreement by it or its  Representatives to the extent such terms apply to them (other than any such Representative that signs a joinder  hereto binding it directly to Disclosing Party with respect to the terms hereof applicable to Receiving Party’s  Representatives, or that otherwise enters into its own confidentiality agreement with Disclosing Party).  

    2.2. Compelled Disclosure of Confidential Information. If Receiving Party or any of its Representatives are  requested pursuant to, or required by, applicable law or regulation or by legal or administrative process (including  by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or  similar process) to disclose any Confidential Information, then (to the extent permitted by applicable law)  Receiving Party shall provide Disclosing Party with reasonably prompt written notice of such request or  requirement, so that Disclosing Party, at its sole cost and expense, may seek an appropriate protective order or  other remedy or waive compliance with the terms of this Agreement. In the event that such protective order or  other remedy is not obtained, or Disclosing Party waives compliance, in whole or in part, with the terms of this  Agreement, Receiving Party or its Representatives, as the case may be, shall be free to disclose that portion of the  Confidential Information that is legally required to be disclosed.  

    2.3. Definitive Agreement. Unless and until a definitive written agreement regarding the Proposed Transaction has  been executed by the parties hereto, neither party hereto shall be under any legal obligation or have any liability  to the other party of any nature whatsoever with respect to the Proposed Transaction by virtue of this Agreement  or otherwise (other than with respect to the confidentiality and other matters set forth herein). For purposes of  this Agreement, the term “definitive agreement” does not include an executed letter of intent or any other  preliminary written agreement in principle.  

    2.4. No Representations or Warranties Regarding Confidential Information. Subject to the terms and conditions of  a definitive agreement regarding the Proposed Transaction (if any) and without prejudice thereto, Receiving Party  acknowledges that (i) the Confidential Information is provided to Receiving Party for informational purposes and  solely for the purposes of evaluating the Proposed Transaction, and (ii) no representation or warranty, express or  implied, regarding the Confidential Information is made by Disclosing Party or any of its Representatives.  

    2.5. Acknowledgment. For the avoidance of doubt, notwithstanding any provision of this Agreement to the  contrary, no provision of this Agreement shall apply to any action taken independently by any person in which  TGGS or any of its affiliates holds an interest so long as has not provided such person with any Confidential Information. For purposes of clarification, no such person shall TGGS be deemed to have been provided with  Confidential Information solely as a result of any Representatives (whether such person has been provided with 

    or has knowledge of the Confidential Information or otherwise) serving on the board of, or being employed by,  such other person. Partner, on behalf of itself and his or her Representatives, acknowledges that either party and  agrees that TGGS and its Representatives may invest in or consider investments in businesses that may compete  directly or indirectly with Partner or its affiliates and that the execution of this Agreement shall in no way be  construed to prohibit or restrict in any manner the ability of TGGS or its Representatives to make or consider such  investments so long as TGGS and its Representatives comply with provisions of this Agreement.  

    1. Ownership 

    All Confidential Information (including, without limitation, all copies, extracts and portions thereof) is and shall  remain the sole property of Disclosing Party. Receiving Party does not acquire (by license or otherwise, whether  express or implied) any intellectual property rights or other rights under this Agreement or any disclosure  hereunder, except the limited right to use such Confidential Information in accordance with the express provisions  of this Agreement.  

    1. Term 

    ” The term of this Agreement (the “Term”) shall commence on the date hereof and shall continue in effect until  terminated mutually in writing by both Parties  

    1. Remedies 

    Receiving Party agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure  or use of the Confidential Information may cause irreparable harm and significant injury to Disclosing Party, the  extent of which will be difficult to ascertain and for which there may be no adequate remedy at law. Accordingly,  Receiving Party agrees that, in addition to any other available remedies, Disclosing Party shall have the right to  seek an injunction and other equitable relief enjoining any breach or threatened breach of this Agreement,  without the necessity of posting any bond or other security. Receiving Party agrees that it will not oppose the  granting of such relief on the basis that Disclosing Party has an adequate remedy at law. Any and all remedies  herein expressly conferred upon a party hereto will be deemed cumulative with and not exclusive of any other  remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will  not preclude the exercise of any other remedy.  

    1. Return or Destruction of Materials 

    Receiving Party shall, upon Disclosing Party’s written request, promptly destroy or deliver to Disclosing Party (at  Receiving Party’s option) all Confidential Information in Receiving Party’s or any of its Representatives’ possession;  provided, that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such  material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been  rendered; provided, further, that, for the avoidance of doubt, no Derived Information will be required to be  returned. Notwithstanding the foregoing, Receiving Party and its Representatives  

    (i) may retain copies of Confidential Information in accordance with bona fide internal document retention policies and procedures or other bona fide policies and procedures implemented to comply with legal and regulatory requirements and (ii) shall not be obligated to delete or erase any Confidential Information contained in an archival computer system backup that cannot be accessed by end users or expunged without considerable effort. Any Confidential Information that is not returned or destroyed shall remain confidential in accordance with the terms and conditions of this Agreement, including Sections 2 and 4

    1. Non-circumvention 

    7.1. Each Party agrees not to pursue any direct or indirect Proposed Transaction or negotiation or discussion  regarding a Proposed Transaction with any person referred by the other Party, without (a) the prior written  consent of the other Party and the participation by the other Party in such Proposed Transaction or (b)  documentation of a prior relationship with that person independent of and prior to the attempted referral. 

    7.2. Should one Party be found to be in violation of section 7.1, it will forfeit to the other Party 100% of the  revenues earned as a direct result of the circumvention, plus reasonable costs of identifying and proving the  violation as well as legal and collection costs if applicable.  

    7.3. Each Party acknowledges that the other Party will not enter into a Proposed Transaction with any person  unless such person has satisfied the respective Party’s "know your customer" and anti-money laundering process.  

    1. Miscellaneous 

    8.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto concerning  the confidentiality of the Confidential Information in connection with the Proposed Transaction and related  matters and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations,  conditions, communications and agreements, whether oral or written, between the parties hereto relating to the  same and all past courses of dealing or industry custom.  

    8.2. Beneficiaries. This Agreement shall inure to the benefit of and be binding upon Receiving Party and Disclosing  Party and their respective successors and permitted assigns. This Agreement may not be assigned by either party  hereto without the prior written consent of the other party whether by operation of law or otherwise.  

    8.3. Amendments and Waivers. No amendment, modification, or waiver of any provision of this Agreement shall  be effective unless in writing and signed by duly authorized signatories of both parties hereto. The waiver by either  party hereto of a breach of or a default under any provision of this Agreement shall not be construed as a waiver  of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any  delay or omission on the part of either party to exercise or avail itself of any right, power, privilege or remedy that  it has or may have hereunder operate as a waiver thereof, nor shall any single or partial exercise thereof preclude  any other further exercise of any such right, power, privilege or remedy hereunder.  

    8.4. Choice of Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws  of Los Angeles, California.  

    8.5. Consent to Jurisdiction; Service of Process. Each party hereto irrevocably submits to the exclusive jurisdiction  of (i) the Court of Los Angeles California for the purposes of any suit, action or other proceeding arising out of or  relating to this Agreement, and agrees that all claims in respect of the suit, action or other proceeding may be  heard and determined in any such court. Each party hereto agrees to commence any such suit, action, or other  proceeding in Los Angeles California Court if such suit, action or other proceeding may not be brought in such  court for jurisdictional reasons, in the Supreme Court of Los Angeles California. Each party hereto waives any  defense of improper venue or inconvenient forum to the maintenance of any action or proceeding so brought and  waives any bond, surety, or other security that might be required of the other party with respect thereto. A party  hereto may make service on the other party by mailing or delivering a copy of the process to the party hereto to be  served at its address set forth beneath its name below. Nothing herein, however, shall affect the right of any party  hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a  final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the  judgment or in any other manner provided by law or at equity.  

    8.6. Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal  of competent jurisdiction to be invalid or unenforceable, the remaining portions hereof shall remain in full force  and effect and such provisions shall be enforced to the maximum extent possible so as to effect the intent of the  parties, and shall in no way be affected, impaired or invalidated.  

    8.7. Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall  be in writing and shall be deemed effectively given: 

    (i) upon personal delivery to the party to be notified; (ii) when sent by facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, to the email address

    set forth beneath the name of each party below (or to such other email address as such party may designate by  advance written notice to the other party hereto).  

    8.8. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed  to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one  and the same instrument. The parties hereto agree that delivery of this Agreement may be affected by means of  an exchange of facsimile or other electronic copies.  

    8.9. Penalty of USD $100,000.00 for violating and breaching by one of the parties of the Non Circumvent and  Non-Disclosure Agreement. This Penalty is immediately payable when one of the parties is in default. 

    IN WITNESS WHEREOF, the parties have duly authorized and caused this Agreement to be executed as follows:  

    Party 1  

    Company Name: Twin Gemini Global Supply LLC 

    Address: 5151 Katy Freeway, Suite 140, Houston, TX 77007 USA 


    Authorized Signature:

    Party 2