{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
NON-CIRCUMVENTION AGREEMENT
This Non-Circumvention Agreement (the "Agreement") is made effective as of {{effective_date}} (the "Effective Date"), by and between:
{{first_party_name}}, a company organized and existing under the laws of {{first_party_jurisdiction}}, with its principal place of business at {{first_party_address}} (hereinafter referred to as "Disclosing Party"); and
{{second_party_name}}, a company organized and existing under the laws of {{second_party_jurisdiction}}, with its principal place of business at {{second_party_address}} (hereinafter referred to as "Receiving Party").
Hereinafter, the Disclosing Party and the Receiving Party may be referred to individually as a "Party" and collectively as the "Parties".
RECITALS
WHEREAS, the Disclosing Party possesses certain valuable business opportunities, contacts, and confidential information related to {{description_of_opportunity_or_business}} (the "Opportunity");
WHEREAS, the Disclosing Party is willing to introduce the Receiving Party to such Opportunity and provide confidential information in connection therewith;
WHEREAS, the Receiving Party desires to evaluate and potentially engage in the Opportunity;
WHEREAS, the Parties wish to establish a binding agreement to protect the Disclosing Party from circumvention by the Receiving Party regarding the Opportunity.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
NON-CIRCUMVENTION
The Receiving Party hereby agrees not to, directly or indirectly, circumvent, initiate, solicit, negotiate, contract, or enter into any business relationship, transaction, or agreement with any third party introduced by the Disclosing Party, for the purpose of avoiding the payment of fees, commissions, or other compensation to the Disclosing Party, for a period of {{circumvention_period}} from the Effective Date of this Agreement. This includes, but is not limited to, clients, customers, investors, suppliers, or any business opportunities related to the Opportunity.
NON-DISCLOSURE
The Receiving Party acknowledges that any information, whether oral, written, graphic, or electronic, provided by the Disclosing Party under this Agreement, including but not limited to business opportunities, client lists, financial data, and strategies, is confidential and proprietary (the "Confidential Information"). The Receiving Party agrees to maintain the utmost confidentiality of all Confidential Information received and will not disclose, copy, reproduce, or distribute such information to any third party without the prior written consent of the Disclosing Party, except as required by law. The Receiving Party shall take all reasonable steps to protect the Confidential Information from unauthorized disclosure.
COMPENSATION
In the event that the Receiving Party directly or indirectly enters into any type of business relationship or transaction with any third party introduced by the Disclosing Party within the circumvention period, the Receiving Party agrees to pay the Disclosing Party a fee of {{fee_percentage}}% of the total gross value of the transaction or as otherwise agreed upon in writing by the Parties. Payment shall be due within {{payment_due_days}} days of the successful closing of the transaction.
TERM AND TERMINATION
This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of {{agreement_term_years}} years, or until a formal written agreement outlining the terms of the Opportunity is executed by both Parties, whichever occurs first. Either Party may terminate this Agreement with {{notice_period}} days written notice if the other Party breaches any material term of this Agreement and fails to cure such breach within the notice period.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of {{arbitration_institution}} in {{arbitration_location}}.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have executed this Non-Circumvention Agreement as of the Effective Date.
_____________________________
Disclosing Party Signature
Name: {{disclosing_party_signatory_name}}
Title: {{disclosing_party_signatory_title}}
Date: {{disclosing_party_signature_date}}
_____________________________
Receiving Party Signature
Name: {{receiving_party_signatory_name}}
Title: {{receiving_party_signatory_title}}
Date: {{receiving_party_signature_date}}
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