Is this agreement legally enforceable?

Yes when it meets standard contract elements: offer, acceptance, and consideration. Electronic signatures meeting ESIGN (15 U.S.C. ch. 96) or state UETA rules are generally enforceable, subject to applicable exceptions such as certain testamentary documents.

Can the agreement be electronically signed?

Yes. Electronic signatures that demonstrate intent, consent, attribution, and retention meet the ESIGN/UETA legal-validity test. Ensure any consumer-facing disclosure requirements under 15 U.S.C. §7001(c) are followed where applicable.

Do I need a notary or witness?

Most non-circumvention agreements do not legally require notarization, but a notary or RON may strengthen evidentiary weight. Verify state-specific notarization or witness rules before relying on notarization for enforceability.

What remedies are typical after circumvention?

Common remedies include payment of unpaid commissions, injunctive relief to halt transactions, liquidated damages where enforceable, and recovery of attorneys' fees if provided for in the agreement.

How do I cancel or revoke the agreement?

Follow the agreement's termination clause and notice procedures. Many agreements permit written termination with a notice period; revocation does not retroactively eliminate obligations for prior covered introductions.

Who must sign for a company?

An authorized representative with actual authority should sign. Include the signer's printed name and title to evidence authority; consider a corporate resolution or power of attorney for added proof.

Electronic Signature
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Real Estate Investment Non-Circumvention Agreement

Real Estate Investment Non-Circumvention Agreement

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REAL ESTATE INVESTMENT NON-CIRCUMVENTION AGREEMENT

This Non-Circumvention Agreement (the Agreement) is entered into by and between Introducing Party (Party A): with principal address: ; and Receiving Party (Party B): with principal address: .

WHEREAS

WHEREAS, Party A has access to, and will introduce Party B to, certain real estate investment opportunities, off-market properties, sellers, brokers, lenders and other contacts and information relating to real property (collectively, Introductions);

WHEREAS, Party B desires to receive such Introductions for evaluation of potential investment or transactional opportunities and Party A is willing to make such Introductions, on the express condition that Party B agrees not to circumvent, exploit or otherwise avoid Party A with respect to the opportunities introduced;

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to introductions, compensation, confidentiality and non-circumvention as provided in this Agreement.

DEFINITIONS

For purposes of this Agreement, "Introduced Parties" means persons, entities, properties or opportunities specifically identified or introduced in writing or via electronic communication by Party A to Party B during the Term. "Confidential Information" means non-public, proprietary or commercially sensitive information disclosed by either Party in connection with Introductions, including but not limited to property addresses, financial data, seller contact information, pricing, terms and negotiations.

SCOPE OF WORK

Description of Introductions and Scope List of Specific Properties or Transactions (if any)

NON-CIRCUMVENTION

1. Non-Circumvention Obligation. Party B agrees that, for the Term of this Agreement and for a period of months following termination, Party B shall not directly or indirectly contact, negotiate, contract with, or otherwise transact with any Introduced Party or pursue any Introduced Opportunity without the prior written consent of Party A, and shall not take any action intended to circumvent Party A's role or compensation rights with respect to such Introductions.

2. Third-Party Agents. Party B shall ensure that its affiliates, agents, employees, representatives and financing sources abide by the non-circumvention obligations set forth herein and shall remain responsible for any breach by such parties.

3. Remedies. In the event of a breach of this non-circumvention provision, Party A shall be entitled to injunctive relief, specific performance and monetary damages. As partial liquidated damages, and not as a penalty, the Parties agree that Party B shall pay Party A an amount equal to the greater of: (a) times the fee otherwise due; or (b) dollars. These remedies are cumulative and in addition to any other rights or remedies available at law or in equity.

PAYMENT TERMS

Commission / Fee on Closing

Commission amount (select method and specify): Percentage: % or Flat fee: $

Payment Schedule / Timing

Payment is due: . If applicable, portion payable upfront: $

Late Payment

Late fee: % per month on overdue amounts, commencing days after invoice.

TERM AND TERMINATION

This Agreement commences on the Effective Date: and shall continue until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement upon days' prior written notice to the other Party. Termination shall not relieve Party B of its obligation to pay fees for transactions consummated with Introduced Parties during the Term or as otherwise provided in this Agreement.

CONFIDENTIALITY

Each Party agrees to hold Confidential Information in strict confidence and to use such information solely for the purpose of evaluating or pursuing Introduced Opportunities. Confidential Information shall not be disclosed to third parties except to those employees, advisors or financing sources who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those herein. Upon request or upon termination, receiving Party shall return or destroy Confidential Information and provide certification of such return or destruction.

Confidentiality obligations 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.

REPRESENTATIONS AND WARRANTIES

Each Party represents that it has the right and authority to enter into this Agreement, that performance will not violate any agreement with any third party, and that it will comply with all applicable laws and regulations in performing its obligations hereunder.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any schedules or written addenda executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or successor in interest to its business without consent.

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate in writing.

Party A (Introducing Party) - Printed Name:

By:

Date:

Party B (Receiving Party) - Printed Name:

By:

Date:

What the Real Estate Investment Non-Circumvention Agreement Is

A Real Estate Investment Non-Circumvention Agreement is a contract used when an introducer or broker shares deal opportunities with an investor or buyer and needs protection against being bypassed on future transactions. It documents the parties, the properties or sources introduced, the commission or consideration due for successful transactions, the non-circumvention period, confidentiality obligations, and remedies for breach. Properly drafted, it clarifies expectations, preserves referral fees, and creates an evidentiary record that can be enforced under general contract law and electronic-signature statutes when signed electronically.

Why Parties Use This Agreement

The agreement protects introducers and investors by preventing direct dealings that would deprive the introducer of agreed compensation, reduces disputes about referral sources and payments, and documents remedies and notice procedures while supporting electronic execution under ESIGN (15 U.S.C. ch. 96) or applicable UETA rules.

Who Typically Prepares and Signs This Form

The agreement is most often prepared by an introducer, broker, or investor counsel before sharing proprietary deal details.

Real estate brokers and agents who introduce buyers, sellers, or off-market properties
Property investors, wholesalers, and syndicators who receive introductions to deals
Private lenders, mortgage brokers, and capital providers who rely on referral pipelines

Use clear role definitions and authorized signatory names to avoid disputes and ensure enforceability.

Step-by-Step: Completing the Agreement

Follow these steps in order to prepare, review, and execute a compliant non-circumvention agreement for real estate investments.

01

Draft: Populate party names, property details, consideration, term.
02

Review: Have counsel or broker confirm commission and legal clauses.
03

Authenticate: Choose signer authentication (email, SMS code, or higher).
04

Execute: Obtain dated signatures from authorized representatives.

Core Clauses to Include in a Professional Agreement

A robust agreement balances clear obligations, a precise scope, and enforceable remedies so parties understand rights, payment triggers, and dispute mechanisms.

Non-Circumvention

A precise prohibition on bypassing the introducer to deal directly with sources introduced, including examples of prohibited conduct and any carve-outs for pre-existing relationships.

Confidentiality

A confidentiality clause that limits use of shared information to deal evaluation and permits remedies for unauthorized disclosure; specify exceptions such as public records or required disclosures.

Compensation

Clear commission formula, payment timing, escrow or wire instructions, and who is responsible for taxes or withholding related to payments.

Term and Scope

Define the non-circumvention period, geographic scope if any, and the types of introductions covered (properties, lenders, JV partners).

Remedies

Specify injunctive relief, liquidated damages if appropriate and enforceable, recovery of attorneys' fees, and dispute resolution methods such as arbitration or court venue.

Notices & Governing Law

Describe how notices must be delivered, identify the governing state law, and include a choice-of-forum or arbitration clause if desired.

Security, Compliance, and Electronic Execution

Encryption: AES-256 at rest; TLS 1.2/1.3 in transit

Audit Trail: Timestamped events with IP address

Identity Options: Email, SMS, or advanced authentication

Regulatory Compliance: ESIGN and UETA compliant

Certifications: SOC 2 Type II and ISO 27001

HIPAA Support: BAA available when required

Risks and Consequences of Improper Agreements

Loss of Fee: May forfeit introducer commission

Breach Damages: Compensatory and possible liquidated damages

Injunction: Court may enjoin parties from closing

Contract Voided: Ambiguity can render terms unenforceable

Tax Issues: Incorrect reporting may trigger withholding

Regulatory Exposure: Brokerage rules or securities laws risk

Common Preparation Mistakes to Avoid

Using vague property descriptions that make it unclear which introductions are covered, causing disputes over applicability
Failing to list legal entity names or signers exactly as they appear on formation or tax documents, which complicates enforcement and payments
Omitting the effective date or using ambiguous term language that creates uncertainty about the non-circumvention window
Relying on verbal assurances or unsigned drafts; unsigned or poorly authenticated electronic records may lack proof of intent

How Digital Execution Typically Works

Digital workflows let parties prepare, send, and sign the agreement while capturing an audit trail and optional advanced authentication.

Upload: Upload the completed agreement PDF or DOCX
Place Fields: Insert signature, date, and initial fields
Send: Email or share a secure signing link
Complete: Signer authenticates and signs; system records audit trail

Configuring an Electronic Signing Workflow

Configure signer order, authentication, and reminders to match the agreement's requirements and evidentiary needs.

Field	Configuration
Signer Order	Sequential or parallel signing; choose sequential for conditional approvals
Authentication	Email link, SMS code, or knowledge-based checks
Attachments	Include exhibits or title reports as attachments
Expiration / Reminders	Set expiration dates and automated reminder cadence

Delivery Channels and Technical Requirements

Real estate non-circumvention agreements can be shared by email, secure link, or integrated CRM workflows to maintain a record of distribution.

Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
File Formats: PDF and DOCX supported for upload
Authentication: Email, SMS code, or advanced options

Timelines and Typical Deadlines to Track

Track key dates for effectiveness, payment, and dispute milestones so obligations are met and remedies remain available.

Effective Date:

The date parties sign; use MM/DD/YYYY format to avoid ambiguity

Payment Timing:

Specify payment within a set number of days, commonly 30 days of closing

Notice Periods:

Include notice windows for alleged breaches, often 10–30 days to cure

Term Expiry:

Non-circumvention period should state explicit end date or duration

Dispute Deadlines:

Arbitration or statute of limitations timelines vary by state and clause

Key Stages from Introduction to Enforcement

A typical lifecycle moves from introduction and agreement execution through payment and, if necessary, enforcement.

01

Introduction

Introducer shares deal specifics with investor or buyer

02

Agreement Execution

Parties sign the non-circumvention agreement electronically or on paper

03

Deal Closing / Payment

If a covered transaction closes, commission is due per contract terms

04

Enforcement

If circumvented, pursue contractual remedies, injunctions, or damages

Real-World Usage Examples

These short examples show how firms and owners use digital signing to handle referral and non-circumvention workflows.

Optica Ventures / Brian Fitzgibbons

A mid-size investment firm standardized referral agreements before outreach to investors to reduce disputes.

The interface simplified execution across remote partners.
The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

Martin Properties / Tim Martin

A regional property company executed introducer agreements before off-market listings to protect fees.

Executed agreements reduced time to close.
I can process and execute all of these documents online with 100% compliance and built-in security.

eSignature Pricing and Feature Snapshot for Agreement Execution

Compare typical starting prices and core eSignature capabilities relevant to executing Real Estate Investment Non-Circumvention Agreements. Confirm current plan details with each vendor.

	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	Verify with vendor	Verify with vendor	Verify with vendor	Verify with vendor
Bulk Send	Yes	Yes	Yes	Yes	Verify with vendor
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Verify with vendor	Verify with vendor	Verify with vendor

Frequently Asked Questions and Practical Answers

Answers to common legal, execution, and practical questions about using and enforcing a Real Estate Investment Non-Circumvention Agreement.

Need help? Contact support

Is this agreement legally enforceable?
Yes when it meets standard contract elements: offer, acceptance, and consideration. Electronic signatures meeting ESIGN (15 U.S.C. ch. 96) or state UETA rules are generally enforceable, subject to applicable exceptions such as certain testamentary documents.
Can the agreement be electronically signed?
Yes. Electronic signatures that demonstrate intent, consent, attribution, and retention meet the ESIGN/UETA legal-validity test. Ensure any consumer-facing disclosure requirements under 15 U.S.C. §7001(c) are followed where applicable.
Do I need a notary or witness?
Most non-circumvention agreements do not legally require notarization, but a notary or RON may strengthen evidentiary weight. Verify state-specific notarization or witness rules before relying on notarization for enforceability.
What remedies are typical after circumvention?
Common remedies include payment of unpaid commissions, injunctive relief to halt transactions, liquidated damages where enforceable, and recovery of attorneys' fees if provided for in the agreement.
How do I cancel or revoke the agreement?
Follow the agreement's termination clause and notice procedures. Many agreements permit written termination with a notice period; revocation does not retroactively eliminate obligations for prior covered introductions.
Who must sign for a company?
An authorized representative with actual authority should sign. Include the signer's printed name and title to evidence authority; consider a corporate resolution or power of attorney for added proof.

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