Tef +34 645 06 52 81 +34 696 94 60 60
Email [email protected]
[email protected]
+34 630 01 89 03 [email protected]
THIS CONFIDENTIALITY AGREEMENT is dated 19 th. March, 2021
PARTIES:
(1) Servicios Globales Fimaisys S.L. incorporated and registered in Arroyomolinos, Spain with
company number CIF B- 87797015 acting as facilitator whose registered office is at Santiago
Ramón y Cajal, nº 63, Arroyomolinos 28939. Madrid, (Hereinafter referred to as “SGF”) and
(2) RECURSOS Y SOLUCIONES COMERCIALES, S. DE R.L. DE C.V (RESCO) incorporated and
registered in Villahermosa, Tabasco, Mexico with company number RSC-140313-TW8
Mexico, acting as Buyer whose registered office is at Macuspana # 110 Fraccionamiento C.F.E,
VILLAHERMOSA -TABASCO – MEXICO., (Hereinafter referred to as “RESCO”
SGF and RESCO may be referred to in this Agreement as “Party” or “Parties”.
BACKGROUND
(A) The parties intend to enter into discussions relating to the Purpose which will involve the
Exchange of Confidential Information between them for the purpose of SGF and RESCO.
Acting as BUYER to purchase the commodity, Petcoke Via SGF acting as facilitator and
agent the LEGAL REPRESENTATIVE of RUSSIAN Oil Refinery XXXX XXXXXX XXXXXX
All documents SCO, SPA, C.I. SPECIFICATION, PPOP and Full POP must be sent to Buyer Via
SERVICIOS GLOBALES FIMAISYS,S.L. at [email protected] . The Documents
generated by the buyer as LOI, ICPO, or contracted by the buyer through third parties as
TSA, TSR, Specifications or the Documents SPA, CI, generated by the Seller signed and
sealed will be sent to the seller via e-mail from SERVICIOS GLOBALES FIMAISYS, S.L
at [email protected]
(B) The parties have agreed to comply with this Agreement in connection with the disclosure and use
of Confidential Information.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
1.1 The following definitions and rules of interpretation in this clause apply in this Agreement:
Business Day: a day (other than a Saturday, Sunday or public holiday) when the banks in New
York are open for business.
Confidential Information: shall include all confidential information (however recorded or
preserved) disclosed or made available, directly or indirectly, by the Disclosing Party or its
partners, employees, officers, representatives or advisers to the Recipient and its
Representatives including but not limited to:
(a) Any information that would be regarded as confidential by a reasonable person relating to:
(i) the business, affairs, customers, clients, suppliers, plans, intentions, or market
opportunities of each of the Disclosing Party or of its Group, and
(ii) the operations, processes, product information, know-how, designs, trade secrets or
software of the Disclosing Party or of its Group or clients; and
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SERVICIOS GLOBALES FYMAISYS,S.L. C.I.F. B-87797015
c / Santiago Ramón y Cajal no 63 , Arroyomolinos 28939-Madrid
R.M. de Madrid tomo 35811, folio 205, inscripción 1a, hoja M64348
Tef +34 645 06 52 81 +34 696 94 60 60
Email
[email protected] [email protected] + 34 630 01 89 03
[email protected](b) Any information or analysis derived from the Confidential Information.
Confidential Information will not include any information that:
(a) is or becomes generally available to the public, other than as a result of its disclosure by
the Recipient or its Representatives in breach of this Agreement; or
(b) was lawfully in the possession of the Recipient before the information was disclosed to it
by the Disclosing Party as evidenced by written records; or
(c) the parties agree in writing is not confidential or may be disclosed; or
(d) was independently developed by the Recipient (or its Representatives) without use or
reliance on the Confidential Information.
Disclosing Party: Party that directly or indirectly discloses or otherwise makes available
Confidential Information to the Receiving Party under or in anticipation of entering into this
agreement;
Group: in relation to a party, that party, each and any subsidiary or holding company from time
to time of that party, and each and any subsidiary from time to time of a holding company of that
company.
Interested Third Party: a person or entity that either of the Parties has determined may assist in
procuring the Benefit.
Potential Transaction: the potential investment, debt or equity financing, or similar project in
respect of the Disclosing Party of any member(s) of its Group.
Purpose: the evaluation of whether to provide certain services or engage in a transaction in
relation to the Potential Transaction.
Receiving Party: party that directly or indirectly receives Confidential Information from the
Disclosing Party.
Representatives: in relation to the Recipient means:
(a) its partners, officers and employees (and those of members of its Group) that need to
know the Confidential Information for the Purpose;
(b) its professional advisers or consultants who are engaged to advise that party in connection
with the Purpose;
(c) its contractors and sub-contractors engaged by that party in connection with the Purpose;
and
(d) any other person to whom the other party agrees in writing that Confidential Information
may be disclosed in connection with the Purpose.
1.2 Clause headings will not affect the interpretation of this Agreement
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SERVICIOS GLOBALES FYMAISYS,S.L. C.I.F. B-87797015
c / Santiago Ramón y Cajal no 63 , Arroyomolinos 28939-Madrid
R.M. de Madrid tomo 35811, folio 205, inscripción 1a, hoja M64348
Tef +34 645 06 52 81 +34 696 94 60 60
Email
[email protected] [email protected] +34 630 01 89 03
[email protected]1.3 A reference to a statute or statutory provision is a reference to it as it is in force for the time
being, taking account of any amendment, extension, or re-enactment, and includes any
subordinate legislation for the time being in force made under it.
2. OBLIGATIONS OF THE RECIPIENT
2.1 The Recipient shall keep the Confidential Information confidential and, except with the prior
written consent of the Disclosing Party, shall not:
(a) use or exploit the Confidential Information in any way except for the Purpose;
(b) disclose or make available the Confidential Information (in whole or in part) to any third
party, except as expressly permitted by this Agreement; and
(c) copy, reduce to writing or otherwise record the Confidential Information except as strictly
necessary for the Purpose (and any such copies, reductions to writing and records will be
the property of the Disclosing Party).
2.2 The Recipient shall establish and maintain reasonable security measures to safeguard the
Confidential Information from unauthorized access or use. Such measures will not, in any event,
be less than those used to safeguard the Recipient’s own confidential information.
2.3 The Recipient may disclose the Confidential Information to its Representatives on the basis that
it:
(a) informs those Representatives of the confidential nature of the Confidential Information
before it is disclosed; and
(b) procures that those Representatives comply with the confidentiality obligations in clause
2.1 as if they were the Recipient.
2.4 The Recipient shall be permitted to disclose the Confidential Information to any Interested Third
Party provided that the Interested Third Party either: (a) maintains an existing nondisclosure
agreement with either of the Parties; or (b) enters into a nondisclosure agreement with either of
the Parties.
2.5 The Recipient shall be liable for the actions or omissions of the Representatives in relation to the
Confidential Information as if they were the actions or omissions of the Recipient.
2.6 The Recipient may disclose Confidential Information only to the extent required by law, by any
governmental or other regulatory authority or by a court or other authority of competent
jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party
as much notice of such disclosure as possible.
2.7 The Recipient acknowledges that some or all of the Confidential Information is or may be price-
sensitive information and that the use of such information may be regulated or prohibited by
applicable legislation including securities law relating to insider dealing and market abuse.
Accordingly, the Recipient undertakes not to use any Confidential Information for any unlawful
purpose.
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SERVICIOS GLOBALES FYMAISYS,S.L. C.I.F. B-87797015
c / Santiago Ramón y Cajal no 63 , Arroyomolinos 28939-Madrid
R.M. de Madrid tomo 35811, folio 205, inscripción 1a, hoja M64348
Tef +34 645 06 52 81 +34 696 94 60 60
Email
[email protected] [email protected] +34 630 01 89 03
[email protected]3. RETURN OF INFORMATION AND ANNOUNCEMENTS
3.1 At the request of the Disclosing Party, the Recipient shall promptly:
(a) destroy or return to the Disclosing Party all documents and materials (and any copies)
containing, reflecting, incorporating, or based on Confidential Information; and
(b) erase all the Confidential Information from its computer systems (to the extent reasonably
possible).
4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT
4.1 The Disclosing Party reserves all rights in its Confidential Information. No rights in respect of the
Confidential Information are granted to the Recipient and no obligations are imposed on the
Disclosing Party other than those expressly stated in this Agreement. In particular, nothing in this
Agreement will be construed or implied as obliging the Disclosing Party to disclose any specific
type of information under this Agreement, whether Confidential Information or not.
4.2 Except as expressly stated in this Agreement, the Disclosing Party does not make any express
or implied warranty or representation concerning its Confidential Information, or the accuracy or
completeness of the Confidential Information.
4.3 The Recipient acknowledges that damages alone may not be an adequate remedy for the
breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other
rights and remedies it may have, the Disclosing Party shall be entitled to seek equitable relief
(including without limitation injunctive relief) concerning any threatened or actual breach of any
of the provisions of this Agreement.
5. TERM AND TERMINATION
5.1 The obligations of each party will commence on the date of this Agreement (or on the date that
Confidential Information was disclosed, if prior to the date of this Agreement) and will continue
until five (5) years from the last date the Confidential Information was disclosed to the Recipient
by the Disclosing Party.
6. ENTIRE AGREEMENT AND VARIATION
6.1 This Agreement constitutes the entire Agreement between the parties and supersedes and
extinguishes all previous drafts, Agreements, arrangements and understandings between them,
whether written or oral, relating to its subject matter.
6.2 Each party agrees that it shall have no remedies in respect of any representation or warranty
(whether made innocently or negligently) that is not set out in this Agreement. Each party agrees
that its only liability in respect of those representations and warranties that are set out in this
Agreement (whether made innocently or negligently) will be for breach of contract.
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SERVICIOS GLOBALES FYMAISYS,S.L. C.I.F. B-87797015
c / Santiago Ramón y Cajal no 63 , Arroyomolinos 28939-Madrid
R.M. de Madrid tomo 35811, folio 205, inscripción 1a, hoja M64348
Tef +34 645 06 52 81 +34 696 94 60 60
Email
[email protected] [email protected] +34 630 01 89 03
[email protected]6.3 No variation of this Agreement will be effective unless it is in writing and signed by each of the
parties (or their authorised representatives).
7. NO WAIVER
7.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this
Agreement or by law will not constitute a waiver of that or any other right or remedy, nor will it
preclude or restrict any further exercise of that or any other right or remedy.
7.2 No single or partial exercise of any right or remedy provided under this Agreement or by law will
preclude or restrict the further exercise of that or any other right or remedy.
8. ASSIGNMENT
8.1 Except as otherwise provided in this Agreement, no party may assign, sub-contract or deal in
any way with, any of its rights or obligations under this Agreement or any document referred to in
it.
9. NOTICES
9.1 Any notice or other communication required to be given under this Agreement, will be in writing
and will be delivered personally, sent by pre-paid first class post or recorded delivery, by
commercial courier, or by e-mail to each party required to receive the notice or communication at
its address as set out at the top of this Agreement or as otherwise specified by the relevant party
by notice in writing to each other party.
9.2 Any notice or other communication will be deemed to have been duly received:
(a) if delivered personally, when left at the address and for the contact referred to in this
clause; or
(b) if sent by pre-paid first class post or recorded delivery, on the 2 nd Business Day after
posting;
(c) if delivered by commercial courier, on the date and at the time that the courier's delivery
receipt is signed; or
(d) if sent by e-mail, upon receiving a delivery receipt.
10. NO PARTNERSHIP OR COMMITMENT
10.1 Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint
venture between any of the parties, constitute any party the agent of another party, or authorise
any party to make or enter into any commitments for or on behalf of any other party.
10.2 Nothing in this Agreement will impose an obligation on either party to continue discussions or
negotiations in connection with the Purpose, or an obligation on each party to disclose any
information (whether Confidential Information or otherwise) to the other party.
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SERVICIOS GLOBALES FYMAISYS,S.L. C.I.F. B-87797015
c / Santiago Ramón y Cajal no 63 , Arroyomolinos 28939-Madrid
R.M. de Madrid tomo 35811, folio 205, inscripción 1a, hoja M64348
Tef +34 645 06 52 81 +34 696 94 60 60
Email
[email protected] [email protected] +34 630 01 89 03
[email protected]11. FORCE MAJEURE
11.1 Neither of the parties shall have responsibility or liability with respect to any failure or delay in
the performance of any term or condition of this agreement if such failure or delay in the performance
is due in whole or in part to ” FORCE MAJEURE” i.e. any cause which is unforeseeable or
beyond the party’s reasonable control including, but not limited to acts of God, floods fire, strike
or any order or decree or law, regulation of any court, employer agency which may impede or
prevent the party’s performance of this agreement
11.2 In the event of the occurrence of a “FORCE MAJEURE” as herein defined the performance of
this agreement shall be suspended until the removal of such force majeure and the time for
performance extended for an adequate period
11.3 In the event that such force majeure shall exceed, twenty one days (21) days in duration
the, parties shall consult each other in order to determine mutually acceptable steps to be taken to
achieve the purpose of the framework agreement
12. GOVERNING LAW AND JURISDICTION
12.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation will be governed by and construed in accordance with the law of the Madrid,
(Spain) Courts. The courts of the Madrid, (Spain) shall have exclusive jurisdiction to resolve any
dispute or claim in arising out of or in connection with this Agreement.
13. DOCUMENT
13.1 The reference number for this document is 223.0.1/RR/21
14. AGREEMENT TO TERMS
14.1 Signatures on this agreement received by the way of facsimile, mail and/or email shall be as
deemed to be an executed contract. Agreement enforceable and admissible for all purposes
may be necessary under the terms of the agreement. So shall any signatures concerning
agreements regarding commission between the parties be valid by way of above means
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SERVICIOS GLOBALES FYMAISYS,S.L. C.I.F. B-87797015
c / Santiago Ramón y Cajal no 63 , Arroyomolinos 28939-Madrid
R.M. de Madrid tomo 35811, folio 205, inscripción 1a, hoja M64348
Tef +34 645 06 52 81 +34 696 94 60 60
Email
[email protected] [email protected] +34 630 01 89 03
[email protected] Recursos y Soluciones Comerciales, S. de R.L. de C.V Servicios Globales Fimaisys,S.L
By: ____________________________ By: _________________________
Juan Pablo Ruiz B, CEO Ysauro José Fornerino, CEO
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SERVICIOS GLOBALES FYMAISYS,S.L. C.I.F. B-87797015
c / Santiago Ramón y Cajal no 63 , Arroyomolinos 28939-Madrid
R.M. de Madrid tomo 35811, folio 205, inscripción 1a, hoja M64348
