Business NCC Document

BUSINESS NCC DOCUMENT

This Non‑Circumvention, Confidentiality and Cooperation Agreement (the Agreement) is made and entered into on by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client and Service Provider desire to exchange certain information, contacts and business opportunities related to potential transactions, projects and introductions in furtherance of their commercial relationship; and

WHEREAS, the parties recognize that certain information, introductions and business relationships constitute Confidential Information and that the parties wish to protect such Confidential Information and prevent circumvention of one another with respect to introduced third parties, customers, partners or opportunities; and

WHEREAS, the parties desire to set forth the scope of services to be provided, payment terms, confidentiality obligations, non‑circumvention commitments and other terms governing their relationship as set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the Total Fee in the amount of (the Total Fee). Payment shall be made in accordance with the schedule set forth below and subject to the following terms.

Late payments shall accrue interest at a rate of per month on the unpaid balance, or the maximum rate permitted by law, whichever is less. In addition, a late charge of may be assessed for each late installment to cover collection costs.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon delivering written notice no fewer than days prior to the effective date of termination. Either party may terminate for cause upon written notice if the other party materially breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non‑public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether oral, written or electronic, including but not limited to business plans, customer lists, pricing, proposals, financial information, trade secrets, introductions and contact information. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) hold Confidential Information in strict confidence and exercise at least the same degree of care to protect it as it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, affiliates, legal and financial advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

NON‑CIRCUMVENTION AND REMEDIES

Each party covenants and agrees that it shall not directly or indirectly solicit, initiate contact with, negotiate with, contract with, or accept business from any person or entity introduced by the other party for the purpose of circumventing, avoiding, or bypassing the introducing party or its economic interests for the duration of this Agreement and for a period of two (2) years thereafter. Breach of this non‑circumvention obligation shall entitle the non‑breaching party to injunctive relief, specific performance and recovery of damages, including reasonable attorneys' fees and costs, in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the intent of the parties. The headings in this Agreement are for convenience only and do not affect interpretation. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

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