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Non-Circumvent Agreement Template

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NON-CIRCUMVENT AGREEMENT

This Non-Circumvent Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: , an entity of type with a principal place of business at ; and Party B: , an entity of type with a principal place of business at . Party A and Party B are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A and Party B desire to cooperate in exploring one or more business opportunities and potential transactions, including introductions to third parties and sourcing of potential counterparties (the "Covered Transactions"); and

WHEREAS, in the course of such cooperation, each Party may introduce or disclose certain persons, entities, contacts, prospects, leads, proposals, business opportunities, confidential information or terms (each an "Introduced Party") to the other Party; and

WHEREAS, the Parties wish to protect their respective relationships, contacts and the value derived from introductions by restricting circumvention, direct dealing, solicitation and other conduct that would deprive the introducing Party of fees, commissions or other benefits.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, whether oral, written or electronic, including but not limited to introductions, contact lists, financial terms, business plans, pricing, transaction structures and identity of potential counterparties, but excluding information that (a) is or becomes public other than through a breach of this Agreement; (b) is known to the receiving Party at the time of disclosure as evidenced by written records; or (c) is rightfully received from a third party free to disclose it.

1.2 "Introduced Party" means any person, entity or organization introduced, identified or made known by one Party to the other in connection with potential Covered Transactions, whether introduced directly or indirectly.

1.3 "Covered Transaction" shall have the meaning set forth in the description below and as further memorialized by written notice of introduction provided by the introducing Party:

2. NON-CIRCUMVENT OBLIGATIONS

2.1 Each Party covenants and agrees that it shall not, directly or indirectly, for itself or on behalf of any other person or entity, circumvent, avoid, bypass or obviate the other Party with respect to any Introduced Party or Covered Transaction, including but not limited to: (a) contracting, negotiating, soliciting or entering into any business arrangement with an Introduced Party for the purpose of accomplishing a Covered Transaction without the prior written consent of the introducing Party; or (b) causing any third party to take action that would have the same effect as an action prohibited by this Agreement.

2.2 The foregoing prohibition applies during the Non-Circumvent Period specified below and to transactions that are substantially similar to, derived from, or contemplated by the Covered Transactions.

3. EXCEPTIONS

3.1 The restrictions set forth in Section 2 shall not apply to any Introduced Party or opportunity that: (a) becomes known to the receiving Party prior to disclosure hereunder as evidenced by written records; (b) is publicly available without breach of any confidentiality obligation; or (c) is independently developed by the receiving Party without use of or reference to the introducing Party's Confidential Information, as demonstrated by contemporaneous written documentation.

4. COMPENSATION; FEES; PAYMENT

4.1 If a Covered Transaction is consummated between an Introduced Party and the receiving Party (or any affiliate or nominee thereof) during the Non-Circumvent Period, the receiving Party shall pay to the introducing Party the fees, commissions or other compensation set forth in a separate written schedule executed by the Parties or, absent such schedule, a commercially reasonable fee proportionate to the value of the transaction. All payments due hereunder shall be paid within thirty (30) days of receipt of cleared funds from the Covered Transaction unless otherwise agreed in writing.

4.2 All amounts due under this Agreement shall be paid in lawful currency, free and clear of any deductions, and the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees incurred in collecting any unpaid amounts.

5. CONFIDENTIALITY

5.1 Each Party shall hold Confidential Information in strict confidence and shall not use or disclose such information except as permitted under this Agreement or as required by law, provided that the receiving Party shall use commercially reasonable efforts to provide prompt notice to the disclosing Party to permit it to seek protective measures.

6. REPRESENTATIONS; WARRANTIES; AUTHORITY

6.1 Each Party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that its execution, delivery and performance will not violate any agreement with a third party. Each Party further represents that the information it provides to the other is, to the best of its knowledge, true and accurate in all material respects.

7. REMEDIES

7.1 The Parties agree that monetary damages may be an inadequate remedy for a breach of the non-circumvent and confidentiality provisions of this Agreement. Accordingly, in the event of a breach or threatened breach, the non-breaching Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the requirement of posting bond. The prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and expenses.

8. INDEMNIFICATION

8.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by the indemnifying Party.

9. NOTICES

9.1 All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered to the Parties at their respective addresses set forth below (or to such other address as a Party may designate by written notice in accordance with this Section). Notices shall be deemed given upon (a) personal delivery; (b) three (3) business days after deposit with a nationally recognized overnight courier; or (c) five (5) business days after deposit in the U.S. mail, certified or registered, postage prepaid.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 No amendment, modification or waiver of this Agreement shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures provided by electronic image or facsimile shall be binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law rules.

11.2 This Agreement 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 oral or written, of the Parties pertaining thereto.

11.3 If any provision of this Agreement is held invalid or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

12. MISCELLANEOUS

12.1 The Parties acknowledge that the obligations set forth herein are reasonable and necessary to protect their legitimate business interests and that damages alone may not provide an adequate remedy for breach. The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

12.2 Headings are for convenience only and shall not affect the interpretation of this Agreement.

Party A:

By:

Date:

Party B:

By:

Date:

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What a Non‑Circumvent Agreement Is and When It’s Used

A Non‑Circumvent Agreement is a contract that prevents one party from bypassing another to engage directly with introduced contacts, deals, or business opportunities. Typical parties include brokers, finders, introducers, and principals who exchange confidential lead or contact information. The template defines the protected introductions, the prohibited conduct (circumventing or soliciting introduced parties), the duration of protection, compensation or commission terms, dispute resolution, and remedies for breach. Properly executed, it documents mutual obligations and helps preserve referral and commission rights while clarifying notice and signature requirements for enforcement.

Why Use a Standard Non‑Circumvent Agreement

A clear template reduces disputes by setting precise boundaries for use of introductions, specifying compensation, and documenting consent to electronic execution. It protects referral value, supports enforceability, and creates an evidentiary trail that clarifies who may be compensated and under what conditions.

Why Use a Standard Non‑Circumvent Agreement

Who Commonly Uses This Template

Use the template as a starting point; parties frequently tailor scope, term, and compensation language to the industry, jurisdiction, and regulatory constraints.

  • Independent brokers and finders who bring buyers, sellers, or investors together without directly closing the transaction themselves.
  • Corporate development and business development teams that rely on third‑party introducers and need to preserve referral relationships.
  • Law firms and contract administrators managing referral networks or protecting client introductions during negotiations.

Essential Clauses to Include in a Professional Template

A professionally drafted Non‑Circumvent Agreement organizes key protections into discrete clauses so obligations, remedies, and timelines are easy to interpret and enforce.

Parties

Full legal names and entity types for each party; identify introducing party and recipient to avoid ambiguity and support enforcement.

Protected Introductions

Define the contacts, leads, or business opportunities covered, including identification methods and whether related affiliates are included.

Non‑Circumvention Covenant

Explicit prohibition on direct or indirect solicitation, negotiation, or contracting with introduced parties for the protected period without written consent.

Compensation Terms

Specify commission formulas, payment timing, triggering events, and mechanisms to calculate fees for transactions closed during the protected period.

Term and Survival

State the agreement duration and which clauses (for example confidentiality and indemnity) survive termination or expiration.

Remedies and Dispute Resolution

Detail injunctive relief, damages, governing law, venue, and whether arbitration or litigation will resolve disputes.

Step‑by‑Step: Filling and Executing the Template

Follow these steps to complete the agreement, obtain valid signatures, and record essential evidence for future enforcement.

  • 01
    Prepare Parties: Confirm legal names and authority to sign before populating the template.
  • 02
    Define Scope: Specify protected introductions, exclusions, and affiliate coverage clearly.
  • 03
    Set Compensation: Insert commission terms, payment triggers, and escrow or wire instructions where applicable.
  • 04
    Execute and Preserve: Sign using an enforceable method and retain a complete signed copy with audit trail evidence.

Typical Workflow for Using the Template

This sequence shows the common practical flow from sharing an introduction to collecting payment under the agreement.

  • Introduction Shared: Introducer provides contact information and context to recipient in writing.
  • Agreement Sent: Sender customizes the template and sends to recipient for review and signature.
  • Execution Completed: All parties sign; signings are time‑stamped and stored with evidence of consent.
  • Monitoring & Payment: Parties monitor covered transactions and process commission payments per contract terms.

Digital Signing: Platform Capabilities to Consider

Verify that chosen tools meet industry compliance needs (for example HIPAA where healthcare referrals apply) and retain signed records reliably.

  • Audit Trail: Detailed event log
  • Authentication: Email, SMS, or advanced methods
  • Integrations: CRM and cloud storage

Setting Up an eSigning Workflow

Configure a straightforward signing flow so signers receive the agreement, verify identity as required, and a complete record is retained automatically.

Field Configuration
Signer Order Sequential or parallel routing
Authentication Email link or SMS code
Template Save reusable non‑circumvent template
Retention Store signed PDF with audit trail

Key Dates and Timing Considerations

Track effective dates, payment triggers, and any notice windows so rights and obligations are enforced on time.

Effective Date:

Date the agreement begins; use MM/DD/YYYY format.

Protected Period:

Defined duration during which circumvention is prohibited.

Notice Windows:

Time allowed for written notice of any alleged breach.

Payment Due Dates:

Deadlines for commission payments after closing or invoicing.

Audit Retention:

Period for retaining signed copies and signing evidence.

Typical Processing Milestones

A non‑circumvent matter usually moves through a short set of stages from introduction to final reconciliation.

01

Intro Delivered

Introducer shares lead or contact; document reference recorded.

02

Agreement Executed

All parties sign and receive copies with timestamps.

03

Transaction Monitored

Parties track interactions with introduced contacts for compliance.

04

Commission Settled

Payment processed when closing conditions are met.

Common Preparation Mistakes to Avoid

  • Using vague definitions for protected contacts that allow broad interpretation and increase litigation risk.
  • Failing to document the effective date or the specific triggering events for payment and commission obligations.
  • Relying on unsigned emails or informal acknowledgements without a verifiable signature record and audit trail.
  • Not specifying governing law or dispute resolution, which can delay remedies and increase enforcement costs.

Essential Data Fields to Include

Party Names: Full legal names
Addresses: Street, city, state, ZIP
Contact Emails: Primary signer emails
Compensation: Percentage or fixed fee
Effective Date: MM/DD/YYYY
Signatures: Signed name and title

Risks and Potential Consequences of Errors

Loss of Commission: Forfeited fees
Damages Exposure: Monetary liability
Enforceability: Invalid contract risk
Reputational Harm: Damaged relationships
Litigation Costs: Legal fees and time
Regulatory Issues: Industry compliance fines

How This Agreement Differs from Related Documents

Non‑Circumvent Agreements overlap with NDAs and Finder Agreements but serve distinct roles in protecting introductions and commission rights.

Document Type Primary Purpose Typical Remedy
Non‑Circumvent protect introductions commission enforcement
NDA (Confidentiality) protect secrets injunctive relief
Finder Agreement introduce parties fee on closing
Non‑Compete limit competition term‑limited restraint

eSignature Vendor Comparison for Executing This Template

Compare common capability and price points when choosing an eSignature provider to execute Non‑Circumvent Agreements; signNow is listed first per vendor convention.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7‑day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (premium) Varies Varies Varies Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA) Available Available Varies Varies
Envelope Cap No envelope cap Limit: 100 envelopes/user/yr Varies Varies Varies

Real‑World Use Cases

These example scenarios illustrate how parties use a Non‑Circumvent Agreement to protect introductions across common transactions.

Broker Referral

A commercial broker introduces an investor to a developer and documents the introduction via the agreement to secure a 2% closing commission.

  • The agreement names the introduced entity and sets a two‑year protected period.
  • With signed evidence and defined payment triggers, the broker preserves entitlement to commission even if the developer later negotiates directly with the investor.

International Introduction

A consultant connects a U.S. buyer with a foreign supplier and uses the agreement to protect referral fees across jurisdictions.

  • The contract specifies governing law and payment currency to reduce ambiguity.
  • By including clear scope, payment timing, and dispute resolution, the parties reduce cross‑border enforcement friction and clarify which national law governs collection.

Frequently Asked Questions and Practical Answers

Answers to common questions about enforceability, electronic execution, and typical post‑signing steps for Non‑Circumvent Agreements.


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