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Non-Disclosure Non-Circumvention Agreement

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Non-Disclosure Non-Circumvention Agreement

This Non-Disclosure Non-Circumvention Agreement ("Agreement") is made and entered into as of Effective Date: by and between Disclosing Party Name: with principal place of business at and Receiving Party Name: with principal place of business at .

RECITALS

WHEREAS, the Disclosing Party possesses certain non-public, confidential and proprietary information relating to its business, products, services, customers, suppliers, contacts, financial condition, trade secrets and business plans (collectively, "Confidential Information") that it desires to disclose to the Receiving Party for the purpose of evaluating or pursuing a potential business relationship or transaction described as: ;

WHEREAS, the Parties recognize that introductions, referrals and commercial opportunities made in connection with the foregoing may give rise to potential circumvention that would harm the introducing Party; and

WHEREAS, the Parties desire to protect the Confidential Information and to restrict circumvention by the Receiving Party regarding contacts, opportunities and relationships disclosed or otherwise introduced by the Disclosing Party.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all information disclosed, whether orally, visually or in writing, and whether marked confidential or not, including without limitation technical data, trade secrets, know-how, software, designs, algorithms, formulas, product plans, financial information, business forecasts, customer and supplier lists, contact information and introductions, and any analyses, compilations, studies or other documents prepared by the Receiving Party that contain, reflect or are based upon such information.

1.2 "Introductions" means specific identified contacts, potential customers, suppliers, referral sources or business opportunities introduced by a Party to the other Party in connection with the Purpose.

2. Confidentiality Obligations

2.1 The Receiving Party shall: (a) hold the Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information but in no event less than reasonable care; (b) use the Confidential Information solely for the Purpose; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement.

2.2 The Receiving Party may disclose Confidential Information to its employees, contractors or affiliates who have a strict need-to-know provided that such persons are bound by confidentiality obligations no less restrictive than those set forth in this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by such persons.

2.3 If the Receiving Party is compelled by law, regulation or binding order of a court or governmental authority to disclose Confidential Information, it shall give the Disclosing Party prompt written notice to permit the Disclosing Party to seek a protective order or other appropriate remedy and shall disclose only that portion of Confidential Information required to be disclosed.

3. Non-Circumvention

3.1 The Receiving Party agrees that it shall not, directly or indirectly, circumvent, bypass or obviate the Disclosing Party with respect to any Introduction, contact, lead or opportunity provided by the Disclosing Party during the Non-Circumvention Period and for a period of years following termination of this Agreement.

3.2 For purposes of this Agreement, "circumvent" includes, without limitation, entering into any transaction, arrangement, contract or business relationship with any person or entity introduced by the Disclosing Party without the prior written consent of the Disclosing Party, or soliciting or accepting the business of any such person or entity in a manner that would deprive the Disclosing Party of its commission, fee or other economic benefit.

4. Exclusions

4.1 Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party as evidenced by the Receiving Party's written records; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

5. Return or Destruction

Upon Disclosing Party's written request, the Receiving Party shall promptly return or destroy all tangible materials embodying Confidential Information and shall certify in writing within days that it has complied, except that the Receiving Party may retain one archival copy for compliance and recordkeeping subject to the confidentiality obligations herein.

6. Remedies

6.1 The Parties acknowledge that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance and any other equitable remedy in addition to any other remedies available at law or in equity.

6.2 The Receiving Party shall indemnify, defend and hold harmless the Disclosing Party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Receiving Party's breach of this Agreement.

7. No License

Nothing in this Agreement grants the Receiving Party any license or other right under any patent, trademark, copyright, trade secret or other intellectual property right of the Disclosing Party except as expressly set forth herein.

8. Term and Survival

8.1 This Agreement shall commence on the Effective Date and continue until terminated by either Party upon thirty (30) days' written notice to the other Party; provided, however, that the confidentiality obligations and the non-circumvention obligations shall survive termination for a period of years from the date of termination (or for such longer period as required by applicable law).

9. Notices

Notices to Disclosing Party

Notices to Receiving Party

Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above (or to such other address as either Party may designate by notice to the other).

10. Amendments; Waiver

This Agreement may not be amended or modified except by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles.

12. Entire Agreement; Severability; Counterparts

12.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the Parties' intent.

12.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

13. Additional Provisions

The Parties acknowledge that monetary damages may be insufficient to remedy breaches of the non-circumvention obligations, and agree that, in addition to injunctive relief, the non-breaching Party shall be entitled to recover all reasonable costs, attorneys' fees and expenses incurred in enforcing its rights hereunder.

Any ambiguity in this Agreement shall not be construed against either Party as the drafter. The Parties agree to cooperate reasonably to effectuate the commercial intent of this Agreement.

Disclosing Party:

By:

Date:

Receiving Party:

By:

Date:

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What a Non-Disclosure Non-Circumvention Agreement Does

A Non-Disclosure Non-Circumvention Agreement combines a confidentiality covenant with a non-circumvention promise to protect disclosed business information and to prevent parties from bypassing intermediaries, brokers, or introducers. It identifies confidential materials, sets permitted uses, defines who may be contacted, and establishes remedies for circumvention or unauthorized disclosure. Typical uses include brokered introductions, investor diligence, supplier sourcing, and joint-venture negotiations. When executed electronically, the agreement can be enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where applicable, provided the signing satisfies intent, consent, attribution, and retention requirements.

Why this Agreement Matters for Deal Integrity

It secures trade secrets and deal terms while preserving commissions and business relationships by prohibiting direct contact with introduced parties. Properly drafted clauses reduce litigation risk, clarify permitted uses of confidential data, and specify remedies such as injunctive relief, damages, and recovery of attorney fees; electronic signatures meeting ESIGN/UETA criteria support enforceability in interstate transactions.

Why this Agreement Matters for Deal Integrity

Who Typically Relies on a Combined NDA and Non-Circumvention Clause

This agreement is common where intermediaries, introducers, or networks facilitate deals and where sensitive information is exchanged.

  • Real estate brokers and agents protecting buyer or seller leads and commission arrangements.
  • Business brokers, M&A advisors, and finders securing introductions and transaction fees.
  • Manufacturers, distributors, and sourcing agents protecting supplier relationships and pricing.

Use this agreement to make expectations explicit, preserve compensation rights, and set an evidentiary trail for disputes.

Common Signatories and Their Roles

Introducing Party — Broker

A broker or introducer who supplies confidential leads or contacts and expects non-circumvention protection and fee recovery if the counterparty bypasses the broker.

Receiving Party — Prospective Buyer

A buyer, investor, or vendor who receives confidential materials and agrees not to circumvent the introducer for a defined period and territory.

Essential Fields and Data Elements

Parties: Legal names
Effective Date: MM/DD/YYYY
Confidential Material: Scope defined
Non-Circumvention Term: Duration defined
Remedies: Injunctive, damages
Governing Law: State selected

Potential Legal Consequences of a Flawed Agreement

Unenforceable Terms: Overbroad clauses may be void
Lost Remedies: No injunctive relief if flawed
Damages Exposure: Monetary loss claims possible
Attorney Fees: Costs may be unrecoverable
Delayed Transactions: Negotiations stalled by disputes
Reputational Harm: Relationship damage risk

Common Preparation Errors to Avoid

  • Using vague definitions of confidential information that fail to exclude public or independently developed data.
  • Failing to describe the non-circumvention scope (duration, territory, and covered contacts) which invites interpretation disputes.
  • Omitting remedies or specifying unenforceable penalties that courts may refuse to apply.
  • Relying on handshake or informal email confirmations rather than a signed, dated agreement meeting ESIGN/UETA requirements.

Real-world Contexts Where This Agreement Is Used

Two practical examples illustrate typical use: one shows brokered introductions in investment settings and the other covers property or supplier sourcing where circumvention risk is high.

Optica Ventures (COO Quote)

Optica used an electronic workflow to collect signatures on confidentiality agreements efficiently

  • The interface reduced back-and-forth in diligence
  • The company emphasized ease of use and secure handling of investor materials while maintaining an auditable signature record.

Martin Properties (Founder Quote)

A real estate firm processed documents online to ensure compliance and speed

  • The team removed in-person bottlenecks
  • The result was faster execution of introduction and commission agreements, with secure storage and consistent audit trails for contract enforcement.

Step-by-Step: How to Complete the Agreement

Follow these steps to populate and finalize a Non-Disclosure Non-Circumvention Agreement accurately.

  • 01
    1. Identify Parties: Enter each party's full legal name as shown on corporate filings or ID.
  • 02
    2. Define Confidential Data: List specific categories, excluded items, and permitted uses in plain language.
  • 03
    3. Set Non-Circumvention Scope: Specify covered contacts, territory, and time period in months or years.
  • 04
    4. Sign and Date: All signatories must sign and date; include witness or notary if required.

How to Configure the Document for Online Signing

Recommended field settings for digital completion and auditability.

Field Configuration
Signature Field Require signer name, signature, and date
Non-Circumvention Checkbox Add required checkbox affirming understanding
Confidentiality Period Use a numeric field for months/years
Governing State Dropdown with state selection

Where to Send and How to Route Signed Copies

Typical destinations and routing steps after signatures are captured.

  • Originator: Sender retains initial executed copy
  • Counterparty: Provide electronic copy to each signer
  • Introducer / Broker: Deliver certified copy showing execution and timestamps
  • Legal / Records: Store master copy in secure repository

Technical Requirements for Secure eSigning

Use a platform that supports audit trails, common file formats, and strong authentication for high-value agreements.

  • File Formats: PDF, DOCX supported
  • Authentication: Email, SMS, or advanced 2FA
  • Integrations: CRM and cloud storage

Confirm the platform meets required compliance standards and preserves a tamper-evident audit trail for enforcement.

Key Timing Considerations and Typical Deadlines

Although each agreement can define its own schedule, the following deadlines are common and help avoid disputes.

Effective Date:

Date parties sign or specified MM/DD/YYYY

Non-Circumvention Term:

Commonly 12–36 months, state-specific enforceability varies

Confidentiality Period:

Often 2–5 years or perpetual for trade secrets

Duty to Return Materials:

Typically 30–60 days after request

Breach Notification:

Prompt written notice, often 5–10 business days

Typical Processing Milestones for Agreement Execution

A sequential view of the main stages from drafting to storage.

01

Drafting and Negotiation

Prepare definitions, scope, and remedies prior to disclosure.

02

Signing and Authentication

Capture signatures and required authentication in a single session.

03

Delivery and Recordkeeping

Send executed copies to all parties and records team.

04

Post-Execution Compliance

Track retention, return requests, and monitor for circumvention.

Core Clauses to Include in a Professional Agreement

Ensure completeness by including clauses that define scope, limits, and remedies; each clause should be clear, measurable, and aligned with applicable law.

Definitions

Precisely define 'Confidential Information', 'Introduced Contacts', and exclusions such as public or independently developed information to avoid ambiguity in enforcement.

Non-Circumvention

State the prohibition on contacting or dealing with introduced parties directly, specify covered persons and entities, and set a clear temporal and geographic scope.

Use and Disclosure Limits

Restrict use to evaluation or specified purposes and prohibit onward disclosure except to permitted recipients under written confidentiality obligations.

Remedies and Damages

Include injunctive relief language, liquidated damages if appropriate and enforceable, and an attorney-fees provision for prevailing parties.

Term and Survival

Set the agreement term and identify clauses that survive expiration, such as confidentiality and dispute resolution provisions.

Governing Law and Venue

Specify the state law that will interpret the contract and the forum for dispute resolution to reduce jurisdictional uncertainty.

Practical Tips for Clear, Enforceable Agreements

Adopt clear drafting and execution practices to strengthen enforceability and reduce disputes.

Be Specific
Define confidential categories, excluded information, and the exact parties or contacts covered by non-circumvention to reduce ambiguity and judicial re-writing of terms.
Limit Duration and Territory
Use reasonable temporal and geographic limits for non-circumvention obligations; overly broad restrictions increase the risk of invalidation by courts.
Record Consideration
Document any compensation or reciprocal promises clearly; absence of consideration can be a defense to enforcement in some contexts.
Preserve Audit Trail
Use an eSignature process that captures signer identity, timestamps, and IP address to support attribution and retention requirements under ESIGN/UETA.

How a Non-Disclosure Non-Circumvention Agreement Compares to a Standard NDA

A brief comparison highlights the added protections and complexities of incorporating non-circumvention provisions.

Criteria Non-Disclosure Non-Circumvention Standard NDA
Non-Circumvention
Typical Remedy injunctive relief & fees damages only
Drafting Complexity higher lower
Common Industries real estate, m&a, sourcing general commercial

eSignature Vendor Pricing and Feature Comparison

Representative starting prices and common feature availability for popular eSignature providers. Confirm vendor pages for current plan details and trial policies.

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 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions and Troubleshooting

Answers to common legal and technical questions when preparing or executing a Non-Disclosure Non-Circumvention Agreement.


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