Supriport Logística e Serviços Ltda.

Business Data Form

At the end of this page, please fill in the requested information to formally accept our NCNDA, ensuring the protection of information shared with us and with the entire chain of participants in our business related to commodities, contracts, etc.

See below for the full text of the NCNDA.

By this instrument, Supriport Logistica e Serviços Ltda., the legal owner of the website of its companies, its commercial technological derivatives, and registered users in the business areas who have granted acceptance and provided data for entry into this security area, business area, by this instrument, and in the best legal form, the PARTIES qualified above, hereinafter collectively referred to as "PARTIES", in the natural and legal persons, have agreed to the elaboration of this CONFIDENTIALITY AND NON-COMPETITION AGREEMENT, without any inducement or coercion, and without exclusivity, there also being no fact, with respect to them, the contracting parties, that may be configured as a state of danger or necessity, or inexperience in the administration of their businesses or in the assumption of civil obligations through the clauses and stipulations successively, mutually and reciprocally granted and accepted, and in case of any omission, the applicable rules shall apply.

WHEREAS:

All pre-contractual negotiations require the sharing of sensitive and strategic information, not publicly available, owned by both PARTIES; especially regarding commercial projects and their products;

The PARTIES intend to establish rules for the disclosure of information and non-competition, some of which is confidential, as well as to define how this information may be used and should be protected;

The PARTIES, by mutual agreement, resolve to enter into this Confidentiality and Non-Competition Agreement as an expression of their free declaration of will, which provides for the obligation of conduct of protection, information, legality and loyalty between the PARTIES in the use of CONFIDENTIAL AND NON-COMPETITIVE INFORMATION so that it is effectively provided for the purpose of facilitating the conclusion of commercial agreements between the PARTIES.

FIRST CLAUSE — SUBJECT MATTER

The purpose of this contract is to protect all confidential information and establish non-compete rules provided by the PARTIES to ensure the best possible outcome for any and all negotiations in which both are directly or indirectly involved.

FIRST PARAGRAPH

Only sensitive, strategic, and confidential information that has been effectively disclosed and shared between the PARTIES after acceptance of this Agreement will be protected.

SECOND PARAGRAPH

The PARTIES may only use the confidential information shared between them to facilitate and carry out the commercial negotiations in which they are involved.

THIRD PARAGRAPH

This Confidentiality and Non-Competition Agreement will not be legally valid if one or both PARTIES refuse to share confidential, strategic, and sensitive information necessary for the advancement of negotiations, even after accepting this document.

The confidentiality and non-compete clauses should not be confused with exclusivity provisions, which are not addressed in this Agreement.

SOLE PARAGRAPH

The PARTIES shall be free to negotiate with other companies and contract for joint projects or services to relevant bodies, develop projects, buy and sell, provided that these negotiations relate to matters based on information treated herein as confidential and non-competitive, and that they are in the formal commitment phase of sale and purchase. Until then, there will be no exclusivity.

CLAUSE TWO — CONFIDENTIALITY OF INFORMATION

All CONFIDENTIAL INFORMATION provided by either PARTY and its respective directors, employees, consultants, and lawyers shall be treated with the strictest confidentiality.

Não se admite, à luz dos princípios da boa-fé objetiva e da probidade, que as negociações preliminares ou acordos comerciais sejam conduzidos com a omissão das PARTES de informações essenciais e/ou CONFIDENCIAIS que coloquem em risco o objeto da negociação e parceria comercial.

The term "CONFIDENTIAL INFORMATION," protected by this AGREEMENT, includes any and all privileged information disclosed by either PARTY, such as business contacts, logistics information, pricing, payment methods, specifications, as well as any and all information related to the end recipient, whether projected or final, of a technical, commercial, financial, and/or legal nature, which is generally not publicly known.

All CONFIDENTIAL INFORMATION is protected, including by all means such as written documents, drawings, data compilation, financial reports, technical specification reports, pricing, commercial projections, customer lists, commercial agreements with subcontractors or third parties (suppliers), whether in printed form, digital scans, email or mobile applications, price quotations, purchase orders and legal and technical requirements of the final destination, commercial invoices, product lists and bills of lading, materials obtained or brought to the attention of the recipient before or after the entry into force of this AGREEMENT, all of which may have the character of unwritten knowledge, especially information exchanged during telephone calls, face-to-face meetings and conference calls.

All notes, studies, projections, certificates, declarations, and other documents prepared by one of the PARTIES and containing CONFIDENTIAL INFORMATION transmitted to the other PARTY shall be considered the property of the party that transmitted them, and the receiving PARTY shall have no rights over them, except with the express written authorization of the owning PARTY.

CLAUSE THREE — PROHIBITIONS

It is expressly forbidden for either PARTY to contact individuals or companies introduced by the other PARTY, and to enter into commercial, logistical, and financial agreements with them, without the other party being duly notified and having given written consent, and to discuss related matters arising from ongoing negotiations. (see NON-COMPETITION CLAUSE).

The CONFIDENTIAL INFORMATION may not be copied, stored, or reproduced in any form without the express authorization of the PARTY that owns the information.

FIRST PARAGRAPH

Each of the PARTIES shall take all possible measures to minimize the risk of disclosure of CONFIDENTIAL INFORMATION received from the other PARTY, including commercial, financial, logistical and production CONTACTS, strictly to the extent necessary and relevant to the progress of negotiations between the PARTIES, informing those involved of the confidential nature of the same and that disclosure is, a priori, prohibited and authorized, subject to criminal penalties.

SECOND PARAGRAPH

Both PARTIES have a duty to preserve, securely and with control, the CONFIDENTIAL INFORMATION received from each other.

CLAUSE FOURTH — NON-CONFIDENTIAL INFORMATION

The following are exceptions to the confidentiality of information:

• Are already public knowledge and do not result from an infraction by the receiving PARTY.

• Their disclosure was approved in writing by both PARTIES.

• Whether requested by legal authorities through administrative or judicial procedures, the parties undertake to make their best efforts to ensure that the information disclosed is provided to the extent required by the administrative act or court order and remains confidential.

FIFTH CLAUSE — NON-COMPETITION

The PARTIES agree to NON-COMPETITION obligations whereby the PARTIES undertake not to compete with each other, nor to compete with another PARTY for the same PARTY's customers.

SOLE PARAGRAPH

The Non-Compete clause does not imply any type of exclusivity that would allow the PARTIES to negotiate only with each other.

Non-competition is understood as the obligation of the parties not to engage in non-fungible and personal matters with respect to their respective client portfolios, presented in advance and accepted by the other party, in strict observance of the protection of the legitimate expectations of the parties so that the legal transaction is carried out without unfair competition.

In light of the principles of objective good faith and probity, it is unacceptable for one PARTY to conduct conflicting or mutually exclusive negotiations with the other PARTY, breaking off initial talks or initiating new talks expressly tied to CONFIDENTIAL INFORMATION provided by both PARTIES.

It is expressly forbidden for either PARTY to approach and/or present any type of commercial proposal directly to any commercial contact disclosed by any other PARTY, without their express consent.

CLAUSE SIXTH — PENALTIES

Qualquer uma das PARTES informará imediatamente à outra caso ocorra qualquer revelação, esbulho ou mau uso, por qualquer pessoa, das INFORMAÇÕES CONFIDENCIAIS dessa outra parte e tomará todas as providencias necessárias para manter o sigilo e confidencialidade, incluindo negociações paralelas sem a formal autorização da PARTE detentora da informação.

In cases of non-compliance with any of the provisions of this AGREEMENT, specifically regarding the secrecy and confidentiality of the INFORMATION of the PARTIES and third parties indicated within the scope of the negotiations, the PARTY that caused the damage is subject, to the extent of its fault, to:

– Criminal liability for breach of confidentiality, without prejudice to other criminal charges that may arise;

– Penalty for breach of contract, equal to the principal obligation of this Agreement, set at 1% of the monthly value of the affected operation;

– Civil liability, especially for moral damages, breach of confidentiality, breach of contractual duties to disclose information, fines for any acts of unfair competition, reimbursement of expenses and lost profits, as well as compensation for court costs and attorney's fees.

– Without prejudice to compensation for unauthorized disclosure of confidential information or unfair competition, the injured PARTY may also file a request for preliminary injunction to compel the infringing party to cease any and all activities related to the confidentiality and non-competition clause, without prejudice to the applicable criminal and civil penalties provided for in items 6.2.1, 6.2.2 and 6.2.3.

SEVENTH CLAUSE — SOLIDARITY

There will be no active or passive joint liability between the PARTIES, since each PARTY will only be responsible for itself and its representatives.

A PARTE de quem as INFORMAÇÕES CONFIDENCIAIS e práticas de CONCORRÊNCIA DESLEAL originaram-se, exercerá seus direitos diretamente contra a outra PARTE que, por si ou seu representante, deixar de cumprir as obrigações previstas nesse ACORDO.

CLAUSE EIGHT — TERM OF VALIDITY

The information covered by this AGREEMENT shall be considered confidential for a period of five (5) years from the date of signature of this instrument, and this period may be extended by mutual agreement of the PARTIES.

This AGREEMENT binds the PARTIES, third parties involved in the negotiations, and their respective successors.

NEW CLAUSE – AMENDMENTS

This Confidentiality and Non-Competition Agreement may only be amended by entering into a new Agreement if all PARTIES agree to each proposed amendment.

FIRST PARAGRAPH

Any eventual alteration in the nature, quality and/or quantity of information to be shared does not revoke the Confidentiality and Non-Competition commitment regarding information already shared between the PARTIES in this Agreement, which will remain valid for this purpose.

SECOND PARAGRAPH

Any additions to or replacements of confidential and non-compete information will be incorporated herein at the exact moment one or more PARTIES share it, becoming an integral part of this Agreement for all purposes, without the need for the preparation and signing of an Addendum.

CLAUSE TEN — JURISDICTION

This AGREEMENT shall be governed by and construed in accordance with the laws of the country of the user of the portal chosen to resolve any doubts, controversies or disputes arising from the execution of this Agreement, should they not be resolved amicably between the PARTIES, to the exclusion of any other jurisdiction, however privileged it may be.

ELEVENTH CLAUSE — GENERAL PROVISIONS

This contract constitutes the entire agreement between the PARTIES and supersedes any prior agreement between them.

FIRST PARAGRAPH

This Agreement binds the PARTIES, as well as their successors and heirs.

SECOND PARAGRAPH

The failure to exercise any right arising from this contract shall not imply a waiver thereof by either PARTY.

THIRD PARAGRAPH

Na eventualidade de qualquer determinação prevista neste Acordo revelar-se, por qualquer razão, inválida ou inexequível, isso não implicará a invalidação ou inexecução de todo o Acordo, de forma que as demais determinações permanecerão válidas e executáveis.

And, being thus just and agreed, the PARTIES sign this AGREEMENT by means of digital acceptance for entry into the business area and declare that the PARTIES, after having prior knowledge of the text of this CONFIDENTIALITY AND NON-COMPETITION AGREEMENT and having understood its meaning and scope, agree and accept all the conditions stipulated above, in order for it to produce all legal effects.

PLEASE ACCEPT OUR NCNDA BELOW!!!

Confirmation and Automatic Sending

By accepting, you agree to all the clauses and items of the above contract, and your data will be sent automatically for registration, speeding up the process and facilitating future communications.