Non Circumvention Agreement Template
Formal non-circumvention, mutual confidentiality, and trade secret protection agreement for proprietary deal sources, client relationships, and business opportunities.
Effective Date: [project.createdDate]
Legal
Non Circumvention Agreement Template
Protect your contacts and deal flow with a non circumvention agreement template that stops a partner going direct in one signed document.
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Legal Preamble
This Non Circumvention Agreement Template (the "Agreement") is made on September 30, 2026 by and between Jordan Smith, on behalf of Example Ventures LLC, residing at 123 Example Street, Denver, Colorado 80202 (the "Disclosing Party"), and Casey Lee, on behalf of Sample Holdings LLC, residing at 456 Sample Avenue, Boulder, Colorado 80301 (the "Recipient").
For purposes of this Agreement, each party’s respective shareholders, directors, officers, employees, agents, representatives, successors, assigns, parent entities, subsidiaries, and affiliates shall be bound to the fullest extent applicable by the obligations set forth herein.
RECITALS
The parties agree that disclosure of the Opportunity shall occur only under strict non-circumvention, confidentiality, and trade secret protection obligations.
- WHEREAS, the Disclosing Party possesses a valuable business opportunity identified as a sample business introduction involving a prospective investment transaction (the "Opportunity") to present to the Recipient;
- WHEREAS, the Recipient is interested in reviewing, evaluating, or participating in the Opportunity;
- WHEREAS, the parties acknowledge that the Opportunity, related contacts, and associated business information derive independent economic value from not being generally known;
- WHEREAS, the parties desire to establish binding restrictions against bypass, unauthorized contact, unauthorized disclosure, misuse of confidential information, and unauthorized direct transactions before any further disclosure occurs.
Condition Precedent: No disclosure of the Opportunity or related proprietary contacts is authorized except in reliance on the protections contained in this Agreement.
1. Non-Circumvention
In consideration of the Disclosing Party revealing the Opportunity and related information, the Recipient expressly agrees that it shall not circumvent, avoid, bypass, or obviate the Disclosing Party, directly or indirectly, in connection with the Opportunity or any transaction reasonably related thereto.
Further Contacts with the Opportunity
- The Recipient shall refrain from contacting, soliciting, negotiating with, or initiating contact, directly or indirectly, with any third party, client, officer, director, employee, consultant, intermediary, investor, lender, supplier, or agent associated with the Opportunity that is revealed, introduced, or identified by the Disclosing Party, unless the Recipient first obtains the Disclosing Party’s prior written authorization.
- The Recipient shall not use another person, affiliate, entity, nominee, representative, or intermediary to accomplish any contact or communication that the Recipient would be prohibited from making directly under this Agreement.
- The Recipient shall not request or accept introductions, side communications, or parallel discussions intended to exclude, replace, dilute, or bypass the Disclosing Party’s role in the Opportunity.
Fee Collection and Direct Transactions
- The Recipient shall not collect fees, commissions, success fees, referral fees, advisory compensation, equity interests, carried interests, or any other direct or indirect economic benefit arising from the Opportunity without the Disclosing Party’s express prior written consent.
- The Recipient shall not enter into, facilitate, structure, close, or assist any direct transaction, side agreement, substitute arrangement, or related commercial dealing concerning the Opportunity except through or with the express written consent of the Disclosing Party.
Trade Secrets and Confidential Information
The parties agree that all business information communicated by or on behalf of the Disclosing Party in connection with the Opportunity shall be treated as confidential, proprietary, and, where legally supportable, as trade secrets. The Recipient shall use such information solely for evaluating or participating in the Opportunity as authorized in writing by the Disclosing Party.
Protected Information Includes
- financial packages, projections, pricing data, capitalization details, and underwriting materials;
- proprietary formulas, methods, processes, systems, models, analyses, and know-how;
- investor contacts, client lists, customer identities, referral sources, partner relationships, and introductions;
- deal structures, term concepts, transaction strategies, sourcing methods, negotiation history, and related business plans;
- all written, oral, visual, electronic, or digital summaries, extracts, notes, compilations, and derivative materials based on the foregoing.
The Recipient shall protect such trade secrets and confidential information for a period of 3 years from execution of this Agreement, and shall apply commercially reasonable and internally enforced security measures to prevent unauthorized access, disclosure, copying, distribution, or use.
- The Recipient shall disclose protected information only to officers, employees, advisors, or representatives with a strict need to know for the authorized purpose.
- The Recipient shall ensure that all such persons and entities are informed of the confidential and proprietary nature of the information and are bound by obligations no less protective than those contained in this Agreement.
- The Recipient shall remain fully responsible for any breach, misuse, circumvention, or unauthorized disclosure committed by its officers, assigns, employees, representatives, or affiliates.
Dispute Resolution, Notices, and Amendments
Binding Arbitration
Any controversy, claim, or dispute arising out of or relating to this Agreement, the Opportunity, any disclosure made hereunder, or any alleged circumvention, misuse, or unauthorized disclosure shall be resolved exclusively by binding arbitration before a single arbitrator in Denver, Colorado.
- The arbitration shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
- The prevailing party in any dispute, action to compel arbitration, action to confirm or enforce an award, or related proceeding shall be entitled to full reimbursement of legal fees, court costs, arbitration costs, and reasonable attorney fees.
- The parties acknowledge that breaches involving trade secrets, confidential information, or circumvention may cause irreparable harm, and that the Disclosing Party may seek interim, provisional, or injunctive relief to preserve the status quo pending final resolution where permitted by applicable law.
Notices
- All notices, demands, consents, approvals, and other communications under this Agreement shall be in writing.
- Permitted delivery methods include personal delivery, registered mail, certified mail, nationally recognized overnight courier, facsimile, or email.
- Notice to the Disclosing Party shall be sent using the following contact details: [email protected] and 202-555-0101.
- Notice to the Recipient shall be sent using the following contact details: [email protected] and 202-555-0102.
- Any notice properly dispatched in accordance with this Section shall be deemed received 4 days after dispatch, unless earlier actual receipt is established.
Counterparts and Amendments
- This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.
- No amendment, modification, waiver, or supplement to this Agreement shall be valid unless it is in writing and signed by all parties.
- No failure or delay in exercising any right under this Agreement shall operate as a waiver of that right or any other right.
Execution Block
IN WITNESS WHEREOF, the parties have executed this Non Circumvention Agreement Template as of the date first written above.
Company: [sender.company] Company: [custom.recipientCompany]
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Non Circumvention Agreement Template Overview
Introducing a partner to a client, supplier, or opportunity carries a real risk: they go direct and cut you out. This non circumvention agreement template sets out who introduced whom, what counts as circumvention, and the consequences if either side bypasses the other, so an NCNDA template protects the value of the introduction itself.
Because circumvention risk usually shows up early in a deal, the agreement needs to be signed before names and contacts are shared. Send it as one link, collect a signature before any introduction is made, and keep the record on file if a dispute comes up later.
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Who Benefits From Non Circumvention Agreement Template?
Brokers, dealmakers, and introducers use a non circumvention agreement to protect the value of their network.
Business Broker
Protect a commission on a deal by getting circumvention terms signed before introducing a buyer to a seller.
Trade Intermediary
Set clear terms before connecting a supplier with an overseas buyer, so the relationship can't be bypassed.
Consultant
Protect referral relationships when introducing a client to a specialist partner outside the consultant's own scope.
Finance Broker
Secure an NCNDA before introducing an investor to a deal, protecting the fee tied to that introduction.
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Frequently Asked Questions
Everything you need to know about using this template
It should name who introduced whom, define what counts as circumvention, set a time limit on the protection, and state the consequences of a breach. A non circumvention agreement template gives you these sections ready to fill in.
Yes. Non circumvention agreement and NCNDA refer to the same type of document, and this template often combines circumvention and confidentiality terms in one.
Yes. Tell the AI about the introduction and the parties involved, and it puts together a complete agreement in your branding, ready for a final look.
Every section is editable, so you can set a protection period that matches the deal, commonly one to three years from the date of introduction.
Yes. Signing is handled in the same document, no exports or extra logins, with the status, date, and confirmation email all automatic.
Yes. Each new introduction gets its own copy, so the branding carries over and you just need to update parties and terms.
Protect the introduction before you make it
Get it signed before any name or contact changes hands, not after the deal has already moved on without you.
Free forever.
No credit card.