PDI Terms and Conditions - Powell Development Investment

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Terms and Conditions

PDI COMPANIES

PDI INTERNATIONAL SERVICES S.A.P.I DE C.V.PDI MANAGEMENT S.A. DE C.V.POWELL DEVELOPMENT AND INVESTMENT, S.A.P.I. DE C.V. AND DRFSR, S.A.P.I. DE C.V.AV.FRANCISCO VILLA #900 L-5, COL. LAS GAVIOTAS, PUERTO VALLARTA, JALISCO, CP 48328CONFIDENTIALITY AGREEMENTNON-CIRCUMVENT NON-DISCLOSURE & NON COMPETE AGREEMENT

ALL PARTIES HERETO AGREE AS FOLLOWS:

  1. This is to confirm that the named signatory (ies), individually, and their associates hereby agree that he/she or his/her corporation (s) , division (s), subsidiary (ies), employees, agents or consultants, will not separately or individually make any contract with, deal with or otherwise be involved in any transaction with any person (s), bank (s), company (ies), corporation (s), institution (s), individuals (s), introduced by PDI International Services S.A.P.I. de C.V., PDI Management S.A. de C.V., Powell Development and Investment, S.A.P.I. de C.V, and DRFSR, S.A.P.I. de C.V. hereinafter referred to as (PDI) or any of its affiliated companies without having obtained prior written permission from PDI.
  2. By signature below and execution of this agreement, each of the named signatory (ies), separately and individually confirm that any corporation, organization, firm, company of the individual of or for which the signatory (ies) is a party, member, principal, agent, employee, or otherwise, who would benefit from a disclosure of parties, entities or information protected by this agreement, is bound by this agreement.
  3. Any one signatory (ies) to this agreement introducing one or more parties, who become signatory (ies) to this agreement, can regard such signatory (ies) to this agreement as a confidential, proprietary person, legal entity to be protected under the provision and terms of this agreement.
  4. This agreement is a guarantee for five (5) years from the date affixed below and is to be applied to any and all transactions entertained by the signatory (ies) with parties and/or entities introduced by the named signatory (ies) including subsequent follow-up, repeat, extended or renegotiated transaction (s). The signatory (ies) hereby confirm that the identities of the company (ies), corporation (s), institution (s), buyer (s), seller (s) or individual (s) are the property of the respective named signatory (ies) and shall remain so far the duration of this agreement.
  5. Any controversy claims or all disputes arising out of or in connection with the present Agreement shall be finally settled under the rules of arbitration of Centro de Arbitraje de México (CAM), by three (3) arbitrators appointed in accordance with said rules. The arbitration shall be held in Mexico City, Mexico and the laws of Mexico will be the governing law of the dispute. The language of the arbitration should be English, provided however, that the parties may submit any evidence or documents in English or Spanish and therefore the selected arbitrators shall be fully fluent in the English language. The arbitration award shall be final and binding on the parties. The parties expressly waive the right to any other forum that may be available to them by reason of domicile, nationality or any other reason.
  6. The signatory (ies) hereby agree to keep completely confidential the names of clients, corporations, banks, institutions, individual or groups or individuals, buyers or sellers introduced respectively by the named signatory (ies) or their associations. Such identity shall remain confidential during the duration of this agreement and shall include telephone numbers, addresses, etc. Such information is considered property of the named signatory (ies) and may not be disclosed under any circumstances.
  7. This agreement defines the legal association of all parties and also serves as a fee protection agreement for commissions, fees, consulting fees, and/or equity position (s). It is agreed that any and all commissions, fees, consulting fees and/or equity position (s) resulting from the consummation for the primary venture and other ventures, projects, properties, commodities, bank interest or services will be agreed through an addendum in writing in advance among the undersigned parties on a deal-by-deal basis, unless otherwise stipulated and agreed upon by the undersigned parties in writing. The primary and any subsequent fee protection agreement will be considered to be part of this legal agreement by reference.
  8. The signatory (ies) agree that at all times during the term of this agreement, and for five (5) years thereafter, each Party will hold in strictest confidence, and will not use or disclose to any third party, any Confidential Information. The term “Confidential Information” means all non-public information that each party designates, either in writing or verbally, as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential. Confidential Information includes information relating to (i) each Party’s business and projects, (ii) marketing or promotion of each Party’s business or projects, (iii) business policies or practices of each Party, (iv) customers or suppliers of each Party, or information received from others and advice on design, development and business incubation and the funds used under the investment plan submitted to and be used in the interests of the projects, and either Party is obligated to treat as confidential . “Confidential Information” does not include information that was known to either Party prior to the disclosing Party’s disclosure to the receiving Party, or information that becomes publicly available through no fault of either Party. The following information is also confidential for purposes of this agreement: (i) information provided by either Party under this Agreement or obtained or created by either Party in the course of exploring the JV/ Investment, including (A) information contained in any reports provided to either Party, (B) any electronic or written correspondence between the Parties, and (C) transactional, sales and marketing information related to each Party’s business and projects. Notwithstanding anything to the contrary set forth in this agreement, the Parties agree that the terms of this paragraph are binding and enforceable as against the Parties

ENTIRE AGREEMENT

This agreement contains the entire agreement among and between the named signatories and no statement, promises or inducements made by any named signatory (ies) that is not contained in this written agreement shall be valid or binding, and this agreement may not be enlarged, modified or altered except in writing and signed by the named signatory (ies) in the defined subject area and supersedes any prior understanding or written or oral agreements between the named signatory (ies).

SUCCESSORS

This agreement shall adhere to the benefit of and be binding upon the heirs, executors, administrators, assignees, designees and successors of the respective named signatory (ies).

PENALTIES

Breaching of confidentiality shall cause a minimum penalty for the breaching party of $20,000.00 USD (Twenty Thousand Dollars US) per incident, plus all court costs and damages caused.

APPLICABLE LAW

This agreement shall be construed according to the federal laws. Even though this agreement may be transmitted by facsimile machine, it shall form a binding and enforceable contract.

In witness whereof, the named signatory (ies) have executed this agreement and agree to the above terms and conditions.

By agreeing to the terms and conditions and continuing into the members section you agree to all aspects of this document in its entirety as a whole and if any one section is a conflict then you must not enter to the private section of PDI Companies or its affiliates.

PDI INTERNATIONAL SERVICES S.A.P.I. DE C.V., PDI MANAGEMENT S.A. DE C.V., POWELL DEVELOPMENT AND INVESTMENT, S.AP.I. DE C.V. AND DRFSR, S.A.P.I. DE C.V.
And any and all other information that you will find within this site.

Non-Solicitation

The Customer has approached and engaged the Company to either Invest or become a part of one or all of the companies as described herein without any solicitation by the Companies. The Customer’s Currencies will be administered and exchanged by the Company and Company’s nominees, as defined herein. Customer acknowledges that it is their responsibility to be aware of the applicable laws and regulations of their country, and/or their jurisdiction of residence. Customer agrees that this Agreement does not constitute an offer or solicitation to sell shares or securities of any description to Customer in any way, nor to exchange Currencies for a Customer who resides in such jurisdiction where such activities would be unlawful.

Disclaimer

PDI International Services S.A.P.I. de C.V., PDI Management S.A. de C.V., Powell Development and Investment, S.A.P.I. de C.V, and DRFSR, S.A.P.I. de C.V. are NOT United States Securities Dealers or Brokers or United States Investment Advisers. This email letter and any and all attachments and related documents are never considered to be a solicitation for any purpose in any form or content. Upon receipt of these documents you, as the Recipient, hereby acknowledge this Warning and Disclaimer. These Confidential communications are protected under Gramm-Leach-Bailey Act 15 USC, Subchapter 1, sections 6801-6809 and other laws addressing the disclosure of Non-Public Personal Information.

CONFIDENTIALITY NOTICE

This Document, including any attachments, is for the sole use of the intended recipient and may contain confidential and privileged information any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please destroy all copies of the original.

Notice of privacy and data protection

This Document, including any attachments, is for the sole use of the intended recipient and may contain confidential and privileged information any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please destroy all copies of the original.

What Information do we collect?

PDI collects your personal data through various formats generally in a personal way, which may include without limitation but not limited to: (i) general personal data like your name, address, place and date of birth, telephone numbers, electronic mail (e-mail), code of Federal Taxpayers Registry (RFC), Unique Key Population Register (CURP) for individuals residing in México, and (ii) financial data such as your bank account number and routing number for wire transfers.

In the case of third parties whose personal data we collect through you, we also take security measures and confidentiality to treat them in accordance with this Privacy Notice.

What do we use your Information for?

The personal Information we collect is for:

  • identification for contact purposes,
  • for statistical, administration and analysis purposes,
  • to promote our services,
  • to contact you in a personal way, by telephone or by email to respond to your request and / or;
  • conduct the hiring of any PDI services required;

In collection and processing of personal data you provide to us, we fulfill all the principles established by the Law (Article 6): legality, quality, consent, information, purpose, loyalty, proportionality and accountability.

What security and control measures do we use to protect your personal information?

PDI has security measures in administrative, technical and physical safeguards to protect your personal information; we require them to also be met by our service providers.

What is the area of PDI responsible for the management and administration of personal data?

The area responsible for the management and administration of personal data is Human Resources, whose e-mail address is noted below. Personal data provided by you will be part of a file containing your profile. You may request changes to your profile at any time through the email account, PDI advise you to update your data whenever undergoes some modification and keep your information updated properly. admin@pdicompanies.com

How could you exercise your ARCO rights and revoke their consent to treatment?

The Users owners of personal data may exercise their rights ARCO (access, rectification, cancellation and opposition) to the processing of personal data by sending your request directly to the Human Resources area through the e-mail account, the application must contain at least:

  • Name and address or other media to communicate the answer to your request;
  • Documents proving identity or, where appropriate, legal representation;
  • Clear and accurate description of the personal data for which is requested to exercise any rights of ARCO; and any other element that facilitates the location of personal data.

When can you exercise your ARCO rights?

In terms of the Federal Law on the Protection of Personal Data Held by Private Parties (LFPDPPP), effective January 6, 2012, you may make a request to exercise your rights ARCO within 15 days of the date on which TUV responds to your request or, if after the term prescribed by law, PDI has not followed up on your application, then you can start the process of ARCO rights protection to the Federal Institute of Access to Information and Protection of Personal Data (IFAI).

Modifications to the Privacy Notice

We reserve the right to change this Privacy Notice at any time. In case there is a change in this Privacy Notice, it will be communicated by e-mail or to the registered address you provide here. We will not be responsible if you do not receive a notification of the change to this Privacy Notice, if there is a problem with your e-mail account, data transmission over the Internet, or by any cause not attributable to PDI. For your safety, review this notice at any time or if you would like to receive the content of this Privacy Notice please send a request to our email account: admin@pdicompanies.com

Other Applicable Regulations

The laws and regulations of other countries may impose different requirements for protection of information in general and personal data as are collected via the Internet or by any other means. PDI is located in México and all matters relating to this Notice are governed by the laws of México. If you are located in a country other than México and contact us, please note that any information you provide will be transferred to México, and at the time of submitting the information you authorize this transfer and acceptance of this notice privacies.

This Privacy Notice meets the requirements set by law (Articles 15 and 16).

By agreeing to the terms and conditions and continuing into the members section you agree to all aspects of this document in its entirety as a whole and if any one section is a conflict then you must not enter to the private section of PDI Comapnaies or its affiliates. PDI International Services S.A.P.I. de C.V., PDI Management S.A. de C.V., Powell Development and Investment, S.A.P.I. de C.V, and DRFSR, S.A.P.I. de C.V.. And any and all other information that you will find within this site.