A non-circumvention agreement helps prevent a business from being circumvented by other parties involved in a deal. It also stops involved parties from disclosing confidential information to third parties and can be called a non disclosure agreement. You can use this comprehensive non circumvention agreement template to build your own and protect your business.
This non-circumvention agreement (this "Agreement") is entered into as of [Document.CreatedDate] and is formed between [Sender.FirstName] [Sender.LastName] (“Disclosing Party”) of [Sender.StreetAddress] , [Sender.City] , [Sender.State] [Sender.PostalCode]
[Recipient.FirstName] [Recipient.LastName] (“Recipient”) of [Recipient.StreetAddress] , [Recipient.City] , [Recipient.State] [Recipient.PostalCode] , together with the Disclosing Party and the Recipient's connected parties, including but not limited to shareholders, directors, officers, employees, consultants, agents, affiliates, and attorneys.
WHEREAS, the Disclosing Party has a business opportunity ("Opportunity") that it desires to present to the Recipient and intends to assist the Recipient in the pursuit of; and
WHEREAS, the Recipient has a third party (“Third Party”) who is interested in participating in the Opportunity in some capacity; and
WHEREAS, the Disclosing Party and the Recipient agree that prior to identification of the Opportunity by the Disclosing Party and the Third Party by the Recipient, certain non-circumvention and nondisclosure covenants must be agreed to by both the Disclosing Party and the Recipient; and
WHEREAS, the Recipient desires to be presented with the Opportunity to participate in the Opportunity and the Disclosing Party desires to present the Opportunity to the Third Party.
NOW, therefore, the parties hereto, agree as follows:
The Recipient agrees to refrain from contacting or initiating contact at any time for any purpose, either directly or indirectly, with any parties involved in the Opportunity, including but not limited to officers, directors, shareholders, agents, consultants, employees, attorneys, or any other affiliates of the Opportunity, or any other property or properties the identity of which was revealed through the efforts of the Disclosing Party.
The sole exception to this limitation is if the Disclosing Party grants specific approval in written form on a case-by-case basis. The Recipient further agrees not to collect any fees in connection with the Opportunity or undertake any transaction of any kind with the Opportunity without the prior written consent of the Disclosing Party, which express consent may be withheld in the Disclosing Party's sole discretion.
Much of the information communicated to the Recipient by the Disclosing Party and by the Recipient to the Disclosing Party may be trade secrets. Both the Disclosing Party and the Recipient agrees to preserve the secrecy of said information that has been communicated between the parties. Any information which becomes known through the course of business conducted between the Disclosing Party and the Recipient shall be deemed trade secrets.
Said trade secrets include, but are not limited to: financials; prepared information packages; related documents; proprietary formulas; names of intermediaries, potential acquisitions, contacts and deal sources; financial considerations and deal structures. Both the Disclosing Party and the Recipient agree to protect and preserve the confidentiality and secrecy of such information and shall not disclose any of said information to a third party without the express written permission from the other party. This prohibition shall be enforced from the date of this agreement and for a period of (number, e.g., five) years
It might be useful in some situations to customize the specific examples of trade secrets that you want to protect from circumvention, e.g., a proprietary formula, contact list, etc. You can list these generally to avoid revealing them in the agreement before it is executed and legally binding.
The Disclosing Party and the Recipient agree that the provisions of this Agreement extend to the officers and employees of their respective organizations. Both parties further agree to implement the requisite internal security protocols to protect the subject data within their respective organizations.
In the event of any claim, controversy, or dispute related to or arising from the terms of this Agreement, the parties hereby agree that the matter shall be settled by arbitration, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Said arbitration shall be conducted in (name the city and state that arbitration is to be conducted) by a single arbitrator. Such dispute resolution shall be in accordance with the applicable laws of the state of (state name). The victorious party shall be entitled to all fees and costs arising therefrom, including, but not limited to, attorney's fees and costs.
Both the Disclosing Party and the Recipient hereby represent that they have the full right, authority, and power to execute this Agreement and to perform the actions detailed herein. Upon execution of this Agreement, both the Disclosing Party and the Recipient hereby bind its representatives, heirs, subsidiaries, and firms affiliated with their respective organizations, if applicable, under the terms of this Agreement.
This Agreement constitutes the entire agreement between the Disclosing Party and the Recipient regarding the transactions detailed within. In the event any term or terms of this Agreement are held to be unenforceable or unlawful, the remaining terms of this Agreement shall continue in full force and effect.
All notices, consents, requests, and other communications hereunder shall be made in writing and shall be delivered in person or by certified or registered mail with return receipt requested, postage and fees prepaid, or by an overnight courier with receipt signature required, or by telecopier transmission with verification of the transmission received by the sender. Notices may be sent to the parties as set forth below or at such other place as either party may, by written notice to the other, direct:
If to the Disclosing Party:
[Sender.FirstName] [Sender.LastName] [Sender.Email] [Sender.Country] [Sender.State] [Sender.StreetAddress] [Sender.City] [Sender.PostalCode] [Sender.Phone]
If to the Disclosing Party:
[Recipient.FirstName] [Recipient.LastName] [Recipient.Email] [Recipient.Country] [Recipient.State] [Recipient.Company] [Recipient.City] [Recipient.PostalCode] [Recipient.Phone]
Any party of this Agreement may change their own address designated for mailing by giving written notice to the other party. All such notices shall be deemed to be given four days thereafter when delivered in person, by courier, fax, or mailed and meeting here requirements laid out previously.
This Agreement may be executed simultaneously in one or more counterparts, each of which shall constitute an original, but all of which together shall constitute the same agreement.
This Agreement may only be supplemented, amended, or otherwise altered with the express written consent of all parties specified in this Agreement.
The Parties hereby execute this Agreement as effective the date set forth at the onset.
Disclosing Party: