Non-Circumvention Agreement
This agreement is made on 7 November 2026 between:
- Orion Trade Partners Ltd, of 9 Harbour Street, Valletta VLT 1001, Malta ("the First Party"); and
- Delta Sourcing GmbH, of Hafenstrasse 22, 20457 Hamburg, Germany ("the Second Party").
Each is a "party", and each may be a "Disclosing Party" when it introduces or reveals a contact or an opportunity to the other, and a "Receiving Party" when it receives one.
1. Background
The parties wish to explore introducing buyers and suppliers of industrial packaging materials to each other and to agree a supply contract between them. In doing so, each may introduce the other to people and businesses it has built up at its own cost and effort, and may tell it of business opportunities. Each is willing to do this only if the other agrees not to go around it. They agree as follows.
2. Protected contacts and opportunities
2.1 "Protected Contact" means any of the following that the Disclosing Party introduces, names or reveals to the Receiving Party, in any way and in any form, in connection with the purpose above, whether the Disclosing Party names it as protected or not.
Buyers, suppliers, distributors and manufacturers of packaging materials that either party introduces to the other, including their owners, directors and staff, and their affiliated companies
2.2 "Protected Opportunity" means the following.
Any sale, supply, distribution, investment or financing deal in packaging materials with a protected contact that arises from an introduction under this agreement
2.3 The protection applies in the following region only.
the European Union and the United Kingdom
2.4 A contact is introduced when the Disclosing Party tells the Receiving Party their name and how to reach them, or when it puts them in touch, by email, by message, in a meeting or in any other way. The Disclosing Party will keep a short written record of what it has introduced, for example by email, and the parties may agree a list from time to time. An introduction by email is proof of it.
3. No direct dealing
3.1 The Receiving Party will not, without the written consent of the Disclosing Party, directly or through another person, company or affiliate:
- (a) contact a Protected Contact about a Protected Opportunity, or deal, negotiate or contract with one on it, except together with, or through, the Disclosing Party;
- (b) take the benefit of a Protected Opportunity for itself or for anyone else, or help someone else to do so; or
- (c) ask, encourage or allow a Protected Contact to stop or reduce its dealings with the Disclosing Party, or to deal with the Receiving Party or anyone else in a way that leaves the Disclosing Party out.
3.2 The Receiving Party will use a Protected Contact only for the purpose of the parties' common business and for nothing else.
3.3 The Receiving Party will not do indirectly what it may not do directly. It will make sure that its staff, directors, owners, agents and affiliates, and anyone it deals with or advises, follow this section, and it is responsible for any breach by them.
3.4 If a Protected Contact approaches the Receiving Party on its own and asks for a Protected Opportunity, the Receiving Party will tell the Disclosing Party at once and will not deal with the Protected Contact on it without the Disclosing Party's consent.
3.5 This agreement does not oblige either party to make any introduction or to do any business, and it does not create a partnership, joint venture, agency or exclusive relationship. Each party may deal freely with anyone who is not a Protected Contact, and with any Protected Contact on matters that are not a Protected Opportunity.
4. Fees owed if this agreement is circumvented
4.1 If the Receiving Party breaks section 3, and does a deal that is a Protected Opportunity, it will pay the Disclosing Party the following.
5% of the total value of every deal made with the protected contact, for the whole life of that deal and any renewal
4.2 The fee is owed whether or not the Disclosing Party would itself have closed the deal, and whether the deal is done by the Receiving Party or by someone connected with it. The parties agree that it is a fair and reasonable estimate of the loss that the Disclosing Party suffers, which is hard to measure exactly, and that it is not a penalty.
4.3 The Receiving Party will tell the Disclosing Party, within 14 days, of every deal that may be covered, and will give the figures needed to work out the fee. It will pay the fee within 30 days of each payment that it receives, or of the Disclosing Party's invoice, whichever is first.
4.4 The Disclosing Party may, on 10 days' written notice, have an independent accountant who is bound to secrecy look at the Receiving Party's books for the deals that may be covered, to check what is owed. If the check shows that the fee was underpaid by more than 5%, the Receiving Party will pay the reasonable cost of it.
4.5 The fee does not limit the Disclosing Party's other rights. It may also ask a court for an order to stop a breach, as set out in section 9, and recover its other proved loss, but the fee paid will be deducted from any damages.
4.6 A sum not paid on time carries interest at 4% a year above the base rate of the central bank of the country of the currency of payment.
5. Confidentiality
5.1 Each party will keep secret the identity and details of each Protected Contact and of each Protected Opportunity, and all other non-public information that the other gives it in connection with this agreement, such as prices, terms, plans and customer lists. It will use it only for the purpose above, will tell it only to staff and advisers who need it and who are bound to keep it secret, and will protect it as carefully as its own.
5.2 This does not apply to information that is or becomes public without a breach of this agreement, that the Receiving Party already knew from a source that is not under a duty of secrecy, that it later learned lawfully from someone else, or that it must disclose by law or at the order of a court or authority. In the last case it will, where the law allows, tell the Disclosing Party first.
5.3 On request the Receiving Party will return or delete the information it has been given, except what the law requires it to keep.
5.4 This section continues for 5 years after this agreement ends.
6. Duration
6.1 This agreement starts on 7 November 2026 and lasts for 3 years. Either party may end it earlier by 30 days' written notice, and the parties may extend it in writing.
6.2 The protection against circumvention in sections 3 and 4 continues, for each Protected Contact introduced before this agreement ends, for 2 years after the end. Ending the agreement does not affect fees that are already owed or that fall due because of deals under section 4.
7. Exceptions
7.1 Sections 3 and 4 do not apply to a contact or an opportunity if the Receiving Party can show, with written records, that:
- (a) it was already dealing with the contact, or knew of the opportunity, before the Disclosing Party introduced it;
- (b) it became known to the Receiving Party from a source other than the Disclosing Party, without breach of any duty of secrecy;
- (c) it is public, other than through a breach of this agreement; or
- (d) the Disclosing Party has agreed in writing that the Receiving Party may deal with it.
7.2 The following are excluded by name.
Pacific Cartons Inc., Alpine Foils AG and Verde Plastics SA, whom the Second Party has supplied since 2023
7.3 The Receiving Party will tell the Disclosing Party within 10 days of the introduction if it says that an exception applies.
7.4 This agreement does not stop a party from doing something that the law requires, or from dealing with a person who has been introduced by someone else, as long as it does not use the information that the Disclosing Party gave it.
8. General
- Neither party may transfer its rights or duties under this agreement without the other's written consent. This agreement binds and helps the parties' successors.
- This agreement is the whole agreement of the parties on its subject. A change must be in writing and signed by both.
- If a part of this agreement is found invalid, or too wide to be enforced, the rest stays in force, and the part will be applied to the widest extent that the law allows.
- A party that does not enforce a right at once has not given it up.
- Notices must be in writing and sent to the address at the head of this agreement, or to an email address that a party names for the purpose.
- This agreement may be signed in separate copies and electronically, and together they form one agreement.
9. Law and disputes
This agreement, and any dispute that arises from it, is governed by the laws of Malta. The parties will first try to settle any dispute by discussing it in good faith for 30 days after one of them gives written notice of it.
The place for deciding any dispute under this agreement is Valletta. How disputes are decided
Each party agrees that a breach of sections 3 or 5 could cause harm that money cannot fully repair, and that the other party may ask a court anywhere for an urgent order to stop or prevent a breach while a dispute is decided.
Signatures
For the First Party: Orion Trade Partners Ltd
Name and title: ______________
Signature: ______________
Date: ______________
For the Second Party: Delta Sourcing GmbH
Name and title: ______________
Signature: ______________
Date: ______________