[{"data":1,"prerenderedAt":505},["ShallowReactive",2],{"document-non-circumvent-agreement-D12978":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":504},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"NON-CIRCUMVENTION AGREEMENT This Non-Circumvention Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME OF THE RECEIVING PARTY] (the \"Recipient\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [NAME OF DISCLOSING PARTY] has a business opportunity to share with [NAME OF THE RECIPIENT] and any and all other opportunities relating to or derived from such opportunity, and; WHEREAS all Parties have protective and actual relationships with clients and others which they hold to be essential to the conduct and profitability of its enterprise, and; WHEREAS all Parties recognize that mutual benefit may be derived when one Party is introduced to or becomes acquainted with a third party, identified to it by the other Party, and; WHEREAS, all Parties recognize that any such identification or location or introduction is a trade secret and is the exclusive and sole property of the disclosing Party, and; WHEREAS, all Parties desire to be bound legally as to the requirement for maintaining the privacy and security of the aforementioned relationships, and; WHEREAS, the Disclosing Party and Recipient have agreed to engage in a potential business opportunity which involves the following: [INSERT DETAILS OF BUSINESS OPPORTUNITY]. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and other good and valuable consideration, it is mutually agreed as follows: NON-CIRCUMVENTION During the term of this Agreement, the Recipient agrees not to contact, initiate contact, or attempt to do business with, at any time for any purpose, either directly or indirectly, any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of the business opportunity, or otherwise referred by the Disclosing Party to the Recipient for the purpose of circumventing, the result of which shall be to prevent the Disclosing Party from realizing a profit, fees, or otherwise, without the specific written approval of the Disclosing Party; such approval will be specifically granted in written form by the Disclosing Party on a case-by-case basis. If such circumvention shall occur, the Disclosing Party shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction. TERM OF THIS AGREEMENT The obligations of non-circumvention shall survive [LENGTH OF AGREEMENT]. Either Party may terminate this Agreement at any time upon written notice to the other Party. Termination shall not affect confidentiality obligations with respect to any confidential information or business contacts that were obtained prior to the effective date of termination. BREACH OF THIS AGREEMENT In case of breach of this Agreement, the Recipient will pay a monetary penalty that is equal to the commission or fee the Disclosing Party should have realized in such a transaction. The fee or commission agreement may vary surrounding each business transaction that takes place due to this Agreement. TRADE SECRETS All information that is exchanged or becomes known through the course of the business transaction between the Disclosing Party and Recipient shall be deemed trade secrets. Trade secrets can include, but are not limited to, prepared information packages, financials, related documents, names of potential acquisitions, intermediaries, contacts and deal sources, deal structures, and financial considerations. Both the Recipient and Disclosing Party agree to preserve and protect the confidentiality of such information and shall not disclose this information without written permission from the other. CONFIDENTIAL INFORMATION The Disclosing Party and the Recipient will keep confidential the names and other personal information of any contacts introduced or disclosed to the other Party, and their corporations, partnerships, divisions, associates, firm, employees, contractors, agents, joint ventures, assigns, or consultants will not contact, participate or negotiate in any transactions with any of the contacts without first signing a written agreement with the Party who provided such contact unless that Party gives prior written consent. UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION - INJUNCTION If it appears that the Recipient has disclosed (or has threatened to disclose) confidential information in violation of this Agreement, the Disclosing Party shall be entitled to obtain an injunction to restrain the Recipient from disclosing the confidential information in whole or in part. The Disclosing Party shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. APPLICABILITY OF THIS AGREEMENT Both Parties agree that the provisions of this Agreement extend to the employees, officers, and representatives of their respective companies/businesses. RETURN OF CONFIDENTIAL INFORMATION 8.1 Upon the written request of the Disclosing Party, the Recipient shall return all materials containing confidential information. The Recipient shall also deliver to the Disclosing Party written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":94,"description":6},"non disclosure agreement nda",[96,98],{"label":32,"url":97},"business-legal-agreements",{"label":99,"url":100},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":9,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":116},"REFERRAL FEE AGREEMENT This Referral Fee Agreement (\"Agreement\") is made and effective this [DATE], BETWEEN: [REFERRER NAME] (the \"Referrer\"), an individual or a corporation with his main address at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, A. Company is in the business of [SPECIFY], B. Company desires to obtain certain introductory services described hereunder from the Referrer, C. Company agrees to engage the Referrer as an independent contractor to perform such Services and the Referrer hereby agrees to provide such services to the Company NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: APPOINTMENT The Company hereby appoints the Referrer to act as its sole and exclusive Referrer, for the purpose of providing the following Services [SPECIFY] to the Company: The Referrer shall provide the Services in accordance with the specifications and expectations established by the Company and the Referrer shall at all times observe and comply with all applicable federal and state or other laws and regulations. Referrer also undertakes to observe the highest professional standards in the performance of all services to be provided under this contract. INDEPENDENT CONTRACTOR The Referrer fully understands and accepts that he or she will perform his or her work as an independent contractor at his or her own expense and risk in order to obtain information on [SPECIFY] and submit it to the Company as a sales opportunity. DUTIES OF REFERRER Throughout the term of this Agreement, the Referrer shall make reasonable efforts to endorse and promote [COMPANY NAME] and its services. It may also refer and transmit potential customers (including, but not limited to, business acquaintances, customers and associates) for the [COMPANY NAME]'s Services. The Referrer will respect and comply with all current practices and procedures regarding the referral of clients to the Services. The Referrer may only claim compensation hereunder for customers with whom Referrer has had direct personal contact and to whom Referrer has directly approved and recommended the Services. Throughout the term of this Agreement, the Referrer undertakes not to recommend potential customers to any person or entity that offers products and services that are in competition with those offered by [COMPANY NAME]. If applicable, throughout the term of this Agreement, the Referrer undertakes to display all promotional items and relevant documentation related to [COMPANY NAME] products or services. COMPENSATION Under the terms of this agreement, the Company will pay the Referrer an intermediation fee for its services. This amount will be in the amount of [SPECIFY]. The above intermediation fees will be due in full by the Company, as from the moment of execution of the contract, i.e. the moment when the Company executes the terms of the contract with the Client introduced by the Referrer. Payment of this commission will be made no later than [SPECIFY] the day of the month following receipt of the invoice for fees related to the Services. PAYMENT CONDITIONS The referred customer is not a current customer of [COMPANY NAME] or a customer whom [COMPANY NAME] contacted before the date of the recommendation and to whom [COMPANY NAME] has undertaken sales and marketing efforts. Referral customers will not be considered accepted by the Company, and the Company will have no obligation to pay hereunder, unless an accepted contract is signed, or the service has been provided by one of the referrals. CONFIDENTIALITY In the course of performing the Services below, the Referrer may have access to certain confidential or proprietary information of the Company. ","Referral Fee Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/referral-fee-agreement-D12730.png","https://templates.business-in-a-box.com/imgs/250px/12730.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12730.xml",{"title":110,"description":6},"referral fee agreement",[112,113],{"label":32,"url":97},{"label":114,"url":115},"Purchase & Sale Agreements","purchase-sale-agreement","/template/referral-fee-agreement-D12730",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":129,"url":130},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[127,128],{"label":32,"url":97},{"label":32,"url":97},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":132,"descriptionCustom":6,"label":133,"pages":8,"size":134,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":139,"keywords":143,"url":144},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[140],{"label":141,"url":142},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":9,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":157},"DISTRIBUTION AGREEMENT This Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Agreement\" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. RELATIONSHIP OF PARTIES Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. SALE OF PRODUCTS BY DISTRIBUTOR Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. NEW PRODUCTS","Distribution Agreement","15","https://templates.business-in-a-box.com/imgs/1000px/distribution-agreement-D12544.png","https://templates.business-in-a-box.com/imgs/250px/12544.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12544.xml",{"title":153,"description":6},"distribution agreement",[155,156],{"label":32,"url":97},{"label":32,"url":97},"/template/distribution-agreement-D12544",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":162,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":169,"keywords":172,"url":173},"CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECIPIENT NAME] (the \"Recipient\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: WHEREAS, Recipient has requested information from Owner in connection with consideration of a possible transaction or relationship between Recipient and Owner. WHEREAS, in the course of consideration of the possible transaction or relationship, Owner may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Owner and its activities. THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Owner to Recipient of certain information. Confidential Information Owner proposes to disclose certain of its confidential and proprietary information (the Confidential Information\") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information. For purposes of this Agreement, the term \"Recipient\" shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term \"Representative\" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors. Exclusions Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to Owner; or (d) is independently developed by Recipient without use of or reference to the Confidential Information. Recipient's Obligations Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within [NUMBER] days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within [NUMBER] days thereafter. Term The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law. Confidentiality Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in Articles 6 and 7 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Owner against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Owner as a result of a breach of this Agreement by Recipient or its Representatives. Permitted Disclosures Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with Owner and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information. Required Disclosures Recipient may disclose Owner's Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Owner a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. Use Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with Owner and shall not in any way use the Confidential Information to the detriment of Owner. No License Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information","Confidentiality Agreement","5",56,"https://templates.business-in-a-box.com/imgs/1000px/confidentiality-agreement-D950.png","https://templates.business-in-a-box.com/imgs/250px/950.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#950.xml",{"title":167,"description":168},"Confidentiality Agreement - Template & Sample Form | Business-in-a-Box","Confidentiality Agreement Template Sample � Download Now! Simply fill-in the blanks and print in minutes! Instant Access to 1,800 business and legal forms. Download samples of professional documents in Word (.doc) and Excel (.xls) format.",[170,171],{"label":32,"url":97},{"label":99,"url":100},"confidentiality agreement","/template/confidentiality-agreement-D950",false,{"seo":176,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":251,"clauses":282,"how_to_fill":328,"common_mistakes":369,"faqs":394,"industries":422,"comparisons":439,"diy_vs_lawyer":451,"jurisdictions":464,"related_template_ids_curated":485,"schema":492,"classification":493},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Non Circumvent Agreement Template | BIB","Free non circumvent agreement template to protect business relationships and introductions.","non circumvent agreement template",[181,182,183,184,185,186,187],"non circumvention agreement template","non circumvent agreement template word","non circumvention agreement free","non circumvention non disclosure agreement","ncnda template","non circumvent contract template","business protection agreement template",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":194,"legal_review_recommended":192,"signature_required":192,"notarization_required":174},"advanced",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A Non Circumvent Agreement is a legally binding contract that prevents one party from bypassing another to deal directly with contacts, suppliers, clients, or partners that the protected party introduced or disclosed. This free Word download gives you a complete, editable template covering all core clauses — parties, protected contacts, circumvention prohibition, term, remedies, and governing law — which you can export as PDF and execute before any sensitive introduction or business referral.\n","Use it before introducing a business partner, investor, supplier, or client to a third party — any time the value of the introduction itself is the asset you need to protect. It is especially critical in deal-brokering, intermediary, and joint-venture contexts where bypassing the introducer after the connection is made would cause direct financial harm.\n","Party identification and recitals, definition of protected contacts and transactions, the core circumvention prohibition, confidentiality and non-disclosure obligations, term and survival provisions, remedies and liquidated damages, representations and warranties, and governing law and dispute resolution.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Business brokers and intermediaries","Protecting their introduced buyer-seller relationships from direct bypass","persona-business-broker",{"title":205,"use_case":206,"icon_asset_id":207},"Investment deal finders","Securing commission rights when connecting investors with target companies","persona-investor",{"title":209,"use_case":210,"icon_asset_id":211},"International trade agents","Preventing importers or exporters from bypassing them after supplier introductions","persona-international-trade",{"title":213,"use_case":214,"icon_asset_id":215},"Joint venture partners","Ensuring neither party contacts the other's proprietary relationships without consent","persona-startup-founder",{"title":217,"use_case":218,"icon_asset_id":219},"Consultants and advisors","Protecting client and vendor networks disclosed during an engagement","persona-consultant",{"title":221,"use_case":222,"icon_asset_id":223},"Technology licensors","Restricting sublicensing or direct outreach to their downstream distribution partners","persona-ceo",[225,229,233,237,240,244,248],{"situation":226,"recommended_template":227,"slug":228},"Protecting both contacts and confidential information simultaneously","Non-Circumvention Non-Disclosure Agreement (NCNDA)","non-disclosure-and-non-compete-agreement-D552",{"situation":230,"recommended_template":231,"slug":232},"Engaging a finder or referral agent for a single transaction","Finder's Fee Agreement","referral-fee-agreement-D12730",{"situation":234,"recommended_template":235,"slug":236},"Protecting confidential information only, without contact restrictions","Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692",{"situation":238,"recommended_template":119,"slug":239},"Structuring a formal business partnership with exclusivity provisions","joint-venture-agreement-D889",{"situation":241,"recommended_template":242,"slug":243},"Restricting a departing employee from soliciting clients or colleagues","Non-Solicitation Agreement","non-solicitation-agreement-D13849",{"situation":245,"recommended_template":246,"slug":247},"Preventing a contractor from dealing directly with your end clients","Independent Contractor Agreement with Non-Circumvention","independent-contractor-agreement-D160",{"situation":249,"recommended_template":147,"slug":250},"Protecting a licensing relationship with a downstream distributor","distribution-agreement-D12544",[252,255,258,261,264,267,270,273,276,279],{"term":253,"definition":254},"Non Circumvention","A contractual obligation preventing a party from bypassing an intermediary to deal directly with contacts or opportunities that the intermediary introduced.",{"term":256,"definition":257},"Protected Contact","Any person, company, or entity specifically identified in or disclosed under the agreement whom the restricted party may not approach directly without consent.",{"term":259,"definition":260},"Circumvention","Any direct or indirect action — communication, negotiation, or transaction — that bypasses the protected party and reduces or eliminates their rightful benefit from an introduction.",{"term":262,"definition":263},"Introducer","The party who discloses or facilitates access to a protected contact, supplier, investor, or opportunity, and whose commercial interest the agreement is designed to protect.",{"term":265,"definition":266},"NCNDA","Non-Circumvention Non-Disclosure Agreement — a combined contract that restricts both the direct bypass of introduced contacts and the disclosure of confidential information.",{"term":268,"definition":269},"Finder's Fee","A commission or percentage of a transaction value paid to the party who introduced the deal, as specified in the agreement or a separate finder's fee arrangement.",{"term":271,"definition":272},"Liquidated Damages","A pre-agreed sum stated in the contract as the remedy for a specific breach, used here to quantify compensation when circumvention is difficult to value precisely.",{"term":274,"definition":275},"Injunctive Relief","A court order requiring a party to stop a specific action immediately — commonly sought in circumvention cases to prevent ongoing or imminent bypass of a protected relationship.",{"term":277,"definition":278},"Term (of the Agreement)","The period during which the non-circumvention obligations are active, typically 1–5 years from execution or from the last introduction made under the agreement.",{"term":280,"definition":281},"Survival Clause","A provision stating that specific obligations — typically confidentiality and non-circumvention — remain in force even after the agreement itself expires or is terminated.",[283,288,293,298,303,308,313,318,323],{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"Parties and recitals","Identifies each party by full legal name and entity type, states the background and purpose of the relationship, and establishes why the agreement is being executed.","This Non Circumvent Agreement is entered into as of [DATE] by and between [PARTY A LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Introducer'), and [PARTY B LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Recipient').","Using trade names instead of registered legal entity names — enforcement actions and injunctions must name the correct legal party, and a mismatch can delay or invalidate proceedings.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Definition of protected contacts and transactions","Specifies exactly which individuals, companies, and categories of business opportunity are protected — either by name in a Schedule or by reference to a defined disclosure process.","Protected Contacts means those persons and entities identified in Schedule A hereto, as updated by written notice from Introducer to Recipient from time to time, together with any affiliates, subsidiaries, or successors of such persons or entities.","Relying on a vague catch-all like 'all contacts introduced by Introducer' without a written schedule or disclosure mechanism — courts require reasonable certainty about what is protected, and ambiguous definitions are construed against the drafter.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Core circumvention prohibition","The central obligation: the Recipient must not contact, negotiate with, or transact with any Protected Contact for any purpose covered by the agreement without the Introducer's prior written consent.","Recipient agrees that it shall not, directly or indirectly, contact, solicit, negotiate with, or enter into any transaction with any Protected Contact without the prior written consent of Introducer, whether or not Introducer participates in such transaction.","Omitting 'indirectly' from the prohibition — a party that routes contact through a third party, affiliate, or nominee while technically avoiding direct contact can otherwise argue they complied with the literal terms.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Confidentiality and non-disclosure obligations","Requires the Recipient to keep all information about Protected Contacts, transaction structures, pricing, and deal terms strictly confidential and not to use it for any purpose other than the agreed transaction.","Recipient shall hold all Confidential Information in strict confidence, shall not disclose it to any third party without prior written consent of Introducer, and shall use it solely for the purpose of evaluating or consummating the Transaction described in Schedule B.","Failing to define 'Confidential Information' specifically enough — without a clear definition, recipients argue that pricing, contact names, or deal structures were already publicly known, defeating the clause.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Exceptions and carve-outs","Lists the circumstances in which the non-circumvention obligation does not apply — typically where the Recipient had a pre-existing, documented relationship with the contact before the introduction.","The obligations in Section 3 shall not apply to any contact that: (a) was known to Recipient prior to disclosure by Introducer, as evidenced by written records predating this Agreement; or (b) became publicly known through no breach of this Agreement.","No carve-out for pre-existing relationships — without it, a Recipient could be penalised for contacting a company they already knew, creating enforcement disputes that undermine the entire agreement.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Term and renewal","States how long the non-circumvention obligations last — typically 2–5 years — and whether they automatically renew or expire at the end of the stated period.","This Agreement shall remain in effect for a period of [X] years from the Effective Date ('Initial Term') and shall automatically renew for successive one-year periods unless either party provides [30] days' written notice of non-renewal prior to the end of any term.","Setting a term of 'indefinitely' or leaving the term blank — courts often treat indefinite non-circumvention obligations as unreasonable restraints of trade and refuse to enforce them.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Remedies and liquidated damages","Specifies what happens if a party breaches the agreement — including the right to seek injunctive relief immediately and a formula for calculating liquidated damages when actual loss is hard to quantify.","In the event of a breach of Section 3, Introducer shall be entitled to seek immediate injunctive relief without bond. The parties agree that liquidated damages of [X]% of the gross transaction value, or $[MINIMUM AMOUNT], whichever is greater, represent a reasonable pre-estimate of Introducer's loss.","Relying solely on liquidated damages without preserving the right to injunctive relief — by the time damages are calculated, the bypassed transaction may already be complete and irreversible.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Representations and warranties","Each party warrants that they have authority to enter the agreement, that the execution does not conflict with any other agreement, and — from the Introducer — that they have the right to make the relevant introductions.","Each party represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) execution does not conflict with any existing obligation; and (c) Introducer has the right and authority to introduce the Protected Contacts identified in Schedule A.","No representation from the Introducer that they actually have the right to make the introduction — if the Introducer themselves is bound by a conflicting confidentiality obligation with the contact, the agreement can expose all parties to liability.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — litigation, arbitration, or mediation — and where proceedings must be filed.","This Agreement shall be governed by and construed in accordance with the laws of [STATE/COUNTRY], without regard to conflict-of-laws principles. Any dispute shall be resolved by binding arbitration administered by [AAA/ICC/LCIA] in [CITY], except claims for injunctive relief, which may be filed in any court of competent jurisdiction.","Choosing a governing law with no connection to either party or the transaction — some jurisdictions have strict rules on non-circumvention enforceability, and selecting an unfamiliar forum can make enforcement impractical.",[329,334,339,344,349,354,359,364],{"step":330,"title":331,"description":332,"tip":333},1,"Identify all parties with full legal names","Enter each party's full registered legal name, entity type (corporation, LLC, sole proprietor), state or country of organization, and principal address. Do not use trade names or shortened versions.","Pull the exact legal name from the entity's certificate of incorporation or registration — mismatches create enforcement problems if you ever need to sue.",{"step":335,"title":336,"description":337,"tip":338},2,"Complete Schedule A with specific protected contacts","List every person, company, or category of contact that the Introducer is disclosing, including full legal name and any known affiliates. If the list will grow over time, include a mechanism for written updates.","Send the completed Schedule A as a separate signed exhibit before or at the same time as the first introduction — a schedule added after the fact is harder to enforce.",{"step":340,"title":341,"description":342,"tip":343},3,"Define the scope of protected transactions","Specify in Schedule B the type or types of transactions that are covered — for example, equity investments above $[X], supply agreements for [PRODUCT CATEGORY], or licensing deals in [TERRITORY]. A narrow scope is more reliably enforced.","The broader the transaction scope, the higher the chance a court narrows or voids the clause — define what you actually need to protect.",{"step":345,"title":346,"description":347,"tip":348},4,"Set the term and document the carve-outs","Enter the duration of obligations (typically 2–3 years for most commercial arrangements). Confirm whether any of the Recipient's pre-existing relationships overlap with the Schedule A contacts and document those carve-outs in writing before signing.","Ask the Recipient to provide a written list of pre-existing relationships at signing — this prevents disputes later about what they 'already knew.'",{"step":350,"title":351,"description":352,"tip":353},5,"Specify the remedies and liquidated damages formula","Agree on either a percentage of gross transaction value or a fixed minimum sum as the liquidated damages amount. Confirm that injunctive relief is preserved as an independent remedy regardless of the damages formula.","Liquidated damages should reflect a genuine pre-estimate of loss — a figure that is clearly punitive (e.g., 100% of transaction value) risks being struck down as an unenforceable penalty clause.",{"step":355,"title":356,"description":357,"tip":358},6,"Choose governing law and dispute forum","Select a jurisdiction where at least one party is located or where the transaction will primarily occur. Choose arbitration if the parties are in different countries; court jurisdiction if both are domestic and enforcement speed matters.","For international arrangements, ICC or LCIA arbitration in a neutral city is typically more enforceable cross-border than a domestic court clause.",{"step":360,"title":361,"description":362,"tip":363},7,"Sign before making any introduction","Both parties must execute the agreement — and the Schedule A contact list must be finalized — before any protected contact is named, introduced, or disclosed. Retroactive non-circumvention agreements are difficult to enforce.","Use a timestamped eSign solution so you have undisputable proof of the exact date of execution relative to the date of any introduction.",{"step":365,"title":366,"description":367,"tip":368},8,"Store executed copies and log all introductions","Retain the fully executed agreement with all schedules. Maintain a dated log of every introduction made — contact name, date, and method — so you can demonstrate what was disclosed and when in the event of a dispute.","A simple email confirmation to the Recipient listing the contact name and date of introduction creates contemporaneous evidence that is extremely useful in litigation.",[370,374,378,382,386,390],{"mistake":371,"why_it_matters":372,"fix":373},"Executing the agreement after the introduction","If the contact's identity is already known to the Recipient before the agreement is signed, courts often find there is no consideration for the non-circumvention obligation and decline to enforce it.","Circulate and sign the agreement — including a completed Schedule A — before disclosing any protected contact's name, company, or identifying information.",{"mistake":375,"why_it_matters":376,"fix":377},"Using a vague protected-contacts definition","Phrases like 'all contacts and relationships of the Introducer' give courts no clear scope to enforce, and the Recipient can claim they did not know a particular contact was protected.","Attach a signed Schedule A listing each protected contact by full legal name and entity, and update it by written notice each time a new introduction is made.",{"mistake":379,"why_it_matters":380,"fix":381},"Omitting the 'indirect' circumvention prohibition","A Recipient who routes outreach through a related company, affiliate, or personal contact can argue they did not directly circumvent the Introducer if the clause only restricts direct contact.","Draft the prohibition to cover both direct and indirect contact, explicitly including action taken through affiliates, nominees, agents, or any other third party acting on the Recipient's behalf.",{"mistake":383,"why_it_matters":384,"fix":385},"Setting an indefinite or excessively long term","Courts in multiple jurisdictions treat indefinite or 10-year non-circumvention obligations as unreasonable restraints of trade and void them entirely, leaving the Introducer with no protection.","Set a defined term of 2–5 years, proportionate to the expected duration of the business relationship and the value of the introductions being protected.",{"mistake":387,"why_it_matters":388,"fix":389},"Relying on damages clauses alone without injunctive relief","By the time a circumvented deal closes, the Introducer's loss may be impossible to quantify and the transaction is already irreversible — a damages award after the fact does not restore the relationship.","Explicitly preserve the right to seek emergency injunctive relief in court to stop a circumvention in progress, independent of the liquidated-damages clause.",{"mistake":391,"why_it_matters":392,"fix":393},"No survival clause for post-termination obligations","If the agreement expires or is terminated and there is no survival clause, the non-circumvention and confidentiality obligations lapse immediately — the Recipient is then free to deal directly with every contact disclosed during the relationship.","Include a survival clause specifying that Sections covering non-circumvention, confidentiality, and remedies survive the expiration or termination of the agreement for a defined additional period.",[395,398,401,404,407,410,413,416,419],{"question":396,"answer":397},"What is a non circumvent agreement?","A non circumvent agreement is a legally binding contract that prevents one party (the Recipient) from bypassing another party (the Introducer) to deal directly with contacts, clients, suppliers, or investors that the Introducer disclosed or introduced. It protects the commercial value of business introductions and ensures that the Introducer receives their agreed benefit — typically a fee or continued involvement — from any transaction that results from their introduction.\n",{"question":399,"answer":400},"What is the difference between a non circumvent agreement and an NDA?","An NDA (non-disclosure agreement) restricts the use and disclosure of confidential information. A non circumvent agreement restricts the direct or indirect bypass of an introducer to deal with their contacts. The two obligations are related but distinct: an NDA protects what you know, while a non circumvent agreement protects who you know. Many practitioners combine both in a single NCNDA — a non-circumvention non-disclosure agreement — to address both risks in one document.\n",{"question":402,"answer":403},"Is a non circumvent agreement legally enforceable?","A non circumvent agreement is generally enforceable when it is properly executed, identifies protected contacts with reasonable specificity, sets a defined and proportionate term, and is supported by valid consideration. Courts in most common-law jurisdictions will enforce a well-drafted agreement but will narrow or void clauses that are indefinite in duration, cover contacts not clearly identified, or lack specific consideration. Consider having a lawyer review the agreement before execution if the value of the protected introductions is material.\n",{"question":405,"answer":406},"When should I use a non circumvent agreement?","Use a non circumvent agreement before making any introduction where the introducer's commercial interest depends on remaining involved in the resulting transaction. Common situations include connecting investors with target companies, introducing buyers to sellers, disclosing supplier relationships to trading partners, and sharing distribution contacts with co-venturers. The agreement should be signed and the protected contacts listed before any name or identifying information is disclosed.\n",{"question":408,"answer":409},"How long should a non circumvent agreement last?","Most non circumvent agreements run for 2–5 years from the effective date or from the date of the last introduction made under the agreement. Two years is typical for single-transaction arrangements; 3–5 years is more appropriate where the Introducer is contributing ongoing access to a network of contacts over a longer relationship. Indefinite terms are rarely enforced — courts treat them as unreasonable restraints of trade in most jurisdictions.\n",{"question":411,"answer":412},"What remedies are available if someone circumvents me?","The two primary remedies are injunctive relief and damages. Injunctive relief — a court order stopping the circumventing party from proceeding with the bypassed transaction — is the most effective remedy when a deal is in progress and time-sensitive. Damages can be structured as a percentage of the gross transaction value, a fixed liquidated sum, or actual proven loss. A well-drafted agreement preserves both remedies independently so the Introducer is not forced to choose between them.\n",{"question":414,"answer":415},"Can a non circumvent agreement be combined with other agreements?","Yes. The most common combination is the NCNDA — which pairs non-circumvention with non-disclosure obligations in a single document. Non-circumvention provisions are also frequently embedded in joint venture agreements, finder's fee agreements, independent contractor agreements, and distribution contracts. A standalone non circumvent agreement is used when the confidentiality or other obligations are already covered elsewhere or are not needed.\n",{"question":417,"answer":418},"Does a non circumvent agreement cover pre-existing relationships?","No — a properly drafted non circumvent agreement includes a carve-out for contacts that the Recipient can demonstrate they already knew before the introduction, evidenced by written records predating the agreement. Without this carve-out, the Recipient could be liable for contacting someone they had a legitimate prior relationship with. Best practice is to ask the Recipient to provide a written list of known contacts at signing so that pre-existing relationships are documented before any new introductions are made.\n",{"question":420,"answer":421},"Do I need a lawyer to draft a non circumvent agreement?","For straightforward single-transaction arrangements between domestic parties, a high-quality template is a practical starting point. Engage a lawyer when the transaction value is substantial (typically above $100,000), when the parties are in different countries, when the protected network is large or complex, or when you anticipate that enforcement may be needed. A 1–2 hour review typically costs $300–$800 and is worthwhile when the introductions being protected represent significant commercial value.\n",[423,427,431,435],{"industry":424,"icon_asset_id":425,"specifics":426},"Investment banking and M&A","industry-fintech","Deal finders and sell-side advisors use non circumvent agreements to prevent acquirers from bypassing their firm after receiving a target introduction, protecting their success fee on closing.",{"industry":428,"icon_asset_id":429,"specifics":430},"International trade and import/export","industry-manufacturing","Trade agents rely on non circumvent agreements to prevent importers and exporters from bypassing them to deal directly with the supplier or buyer contacts they sourced and introduced.",{"industry":432,"icon_asset_id":433,"specifics":434},"Real estate","industry-real-estate","Commercial real estate brokers use non circumvent agreements to protect introduced off-market properties and buyer relationships from direct-deal bypass, securing their commission.",{"industry":436,"icon_asset_id":437,"specifics":438},"Technology licensing and distribution","industry-saas","Technology licensors and channel managers embed non-circumvention clauses to prevent distributors from approaching upstream IP owners or downstream end customers outside the agreed channel structure.",[440,442,445,448],{"vs":235,"vs_template_id":236,"summary":441},"An NDA protects confidential information from being disclosed or misused. A non circumvent agreement protects the commercial value of specific introductions and relationships from being bypassed. The two obligations overlap but are legally distinct — an NDA does not prevent a party from contacting an introduced contact directly, only from disclosing information about them. When both risks are present, use a combined NCNDA.",{"vs":231,"vs_template_id":443,"summary":444},"finders-fee-agreement-D158","A finder's fee agreement establishes the commission structure owed when an introduction results in a closed transaction. A non circumvent agreement prevents the Recipient from bypassing the introducer altogether — it protects the relationship, not just the payment. The two documents complement each other: a non circumvent agreement ensures the finder remains in the deal; a finder's fee agreement determines what they are paid when it closes.",{"vs":242,"vs_template_id":446,"summary":447},"non-solicitation-agreement-D12681","A non-solicitation agreement prevents a departing employee or contractor from approaching an employer's clients or colleagues after the relationship ends. A non circumvent agreement prevents an active business partner from bypassing an introducer during an ongoing transaction or relationship. Non-solicitation is typically post-relationship and employment-focused; non-circumvention operates during the deal and covers any business arrangement where introductions are made.",{"vs":119,"vs_template_id":449,"summary":450},"joint-venture-agreement-D168","A joint venture agreement structures an entire collaborative business arrangement — governance, profit sharing, IP ownership, and exit — between two or more parties. A non circumvent agreement is narrower: it protects only the introducer's access to specific contacts and transactions. Non-circumvention clauses are frequently embedded within joint venture agreements, but a standalone non circumvent agreement is appropriate when the parties are not forming a full venture — only sharing introductions.",{"use_template":452,"template_plus_review":456,"custom_drafted":460},{"best_for":453,"cost":454,"time":455},"Single-transaction introductions between domestic parties where the deal value is under $100,000","Free","30–60 minutes",{"best_for":457,"cost":458,"time":459},"Multi-contact arrangements, transactions above $100,000, or parties in different states with varying enforceability rules","$300–$800","2–5 days",{"best_for":461,"cost":462,"time":463},"Cross-border transactions, large deal networks, regulated industries, or arrangements where enforcement is highly likely","$1,500–$5,000+","1–3 weeks",[465,470,475,480],{"code":466,"flag_asset_id":467,"name":468,"note":469},"us","flag-us","United States","Non circumvent agreements are generally enforceable under common law when they identify protected contacts with specificity, are supported by consideration, and impose a defined reasonable term. State law governs enforceability — California courts scrutinize restraints of trade closely and may narrow overbroad clauses; New York and Delaware are generally more enforcement-friendly. Liquidated damages clauses are enforceable if they represent a reasonable pre-estimate of loss rather than a penalty.",{"code":471,"flag_asset_id":472,"name":473,"note":474},"ca","flag-ca","Canada","Canadian courts enforce non-circumvention obligations as part of general contract law, subject to the reasonableness standard applied to restraints of trade. Ontario and British Columbia are the most common governing-law choices. Quebec civil law applies a different analytical framework — agreements must be drafted with specificity to survive scrutiny under the Civil Code. As with non-compete clauses, courts will not rewrite an overbroad agreement but may void specific provisions.",{"code":476,"flag_asset_id":477,"name":478,"note":479},"uk","flag-uk","United Kingdom","Non circumvent agreements are enforceable in England and Wales as binding contracts, provided they are supported by consideration and do not constitute unreasonable restraints of trade under common law. Courts will scrutinize the scope and duration of obligations and may refuse to enforce terms that are broader than necessary to protect a legitimate commercial interest. Scotland applies Scots law, which takes a similar approach but with distinct procedural rules for injunctive relief (interdict).",{"code":481,"flag_asset_id":482,"name":483,"note":484},"eu","flag-eu","European Union","Enforceability varies significantly across EU member states. Germany, France, and the Netherlands enforce non-circumvention obligations between commercial parties where the scope is defined and proportionate. GDPR considerations arise where Protected Contact schedules include personal data — the contact list may constitute personal data processing requiring a lawful basis. Cross-border EU arrangements should specify ICC arbitration in a neutral seat to avoid member-state jurisdictional complexity.",[236,232,239,243,247,250,486,487,488,489,490,491],"confidentiality-agreement-D950","letter-of-intent_acquisition-of-business-D5197","partnership-agreement-D12551","consulting-agreement---long-D12543","memorandum-of-understanding-D12548","employment-agreement_at-will-employee-D541",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":97,"secondary_folder":494,"document_type":495,"industry":496,"business_stage":497,"tags":498,"confidence":503},"confidentiality-and-nda","agreement","general","all-stages",[499,500,495,501,502],"confidentiality","contract","legal","non-circumvent",0.92,"\u003Ch2>What is a Non Circumvent Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Non Circumvent Agreement\u003C/strong> is a legally binding contract that prevents one party from bypassing another to deal directly with contacts, clients, investors, or suppliers that the protected party introduced or disclosed. It is the legal instrument that gives commercial value to an introduction: once signed, the Recipient cannot cut out the Introducer and proceed directly with the introduced party, regardless of how the transaction ultimately develops. Non circumvent agreements are most commonly used by business brokers, deal finders, trade agents, and joint-venture partners who make their living — or depend commercially — on the relationships and networks they have developed over time.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed non circumvent agreement in place before an introduction is made, an introducer has no enforceable claim if the other party goes around them. The moment a contact's name and details are disclosed, the information cannot be taken back — and absent a written obligation, the Recipient is free to approach that contact directly, closing the deal and paying no fee, commission, or acknowledgment. In deal-brokering and intermediary contexts, a single bypassed introduction can represent tens or hundreds of thousands of dollars in lost fees. Courts will not imply a non-circumvention obligation from the surrounding circumstances — it must be in writing, signed, and specific enough to identify what is protected. This template gives you a complete, execution-ready framework that protects your introductions, documents your protected contacts, and provides enforceable remedies — including injunctive relief — before you ever disclose a name.\u003C/p>\n",1778696279295]