Are you looking for a sample of a Non-Circumvention and Non-Disclosure (NCND) Agreement? Look no further, as we have prepared a comprehensive guide that will help you create a legally binding contract that will protect your business interests.
First, let`s define what a Non-Circumvention and Non-Disclosure Agreement is. It is a legal contract between two parties that prohibits one party from disclosing confidential information to third parties and from circumventing the other party to deal directly with any contacts made during their business relationship.
The purpose of this agreement is to protect confidential information, such as trade secrets, business plans, customer lists, and other proprietary information. It also protects the business relationships that the parties have established with each other.
To create an effective NCND agreement, you need to include the following provisions:
1. The Parties Involved: The agreement should identify the parties involved in the contract, their full names, and contact information.
2. Definition of Confidential Information: The agreement should define the scope of confidential information that is protected by the contract.
3. Non-Disclosure: The party receiving confidential information should agree not to disclose the confidential information to third parties.
4. Non-Circumvention: The party receiving confidential information should agree not to circumvent the disclosing party by dealing directly with any contacts made during the business relationship.
5. Term and Termination: The agreement should specify the term and conditions for termination.
6. Governing Law: It is important to specify the governing law of the contract.
7. Signatures: The agreement should be signed by both parties in the presence of witnesses.
Here is a sample NCND Agreement that you can modify to suit your specific business needs:
THIS NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made between [Your Company Name] (the “Disclosing Party”) and [Other Party Name] (the “Recipient”).
WHEREAS, the Disclosing Party intends to provide the Recipient with confidential information;
WHEREAS, the Disclosing Party has an exclusive business relationship with its contacts; and
WHEREAS, the Recipient agrees to the terms and conditions of this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. The Parties Involved: This agreement is made between [Your Company Name] and [Other Party Name] (the “Parties”).
2. Definition of Confidential Information: Confidential information shall include all information disclosed by the Disclosing Party to the Recipient, whether in written, electronic, or oral form, that is marked confidential or is otherwise known to be confidential.
3. Non-Disclosure: The Recipient shall not disclose the confidential information to any third party, including but not limited to individuals, partnerships, corporations, or any other entity, without the prior written consent of the Disclosing Party.
4. Non-Circumvention: The Recipient agrees not to circumvent or attempt to circumvent the Disclosing Party`s exclusive business relationship with its existing contacts or future contacts.
5. Term and Termination: This Agreement shall be in effect for [Insert the duration], renewable by mutual agreement in writing by the Parties. This Agreement may be terminated at any time upon the mutual agreement of the Parties.
6. Governing Law: This Agreement shall be governed by the laws of the [Insert state or country].
7. Signatures: This Agreement may be executed by electronic signature, and the Parties agree that electronic signatures shall be treated as original signatures.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.
[Your Company Name] [Other Party Name]
By: ______________________ By:_________________________
Title: _____________________ Title: ______________________
Witness: __________________ Witness: ____________________
In conclusion, a Non-Circumvention and Non-Disclosure Agreement is essential for businesses that want to protect their confidential information and business relationships. By following the guidelines above and modifying the sample agreement provided, you can create a legally binding document to safeguard your business interests.