Non Circumvent Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

NON-CIRCUMVENTION AGREEMENT

This Non-Circumvention Agreement (the “Agreement”) is made and entered into effective as of this {{day}} day of {{month}}, {{year}} (the “Effective Date”), by and between:

Party A: {{party_a_company_name}}, with its principal place of business at {{party_a_address}} (hereinafter “Disclosing Party”); and

Party B: {{party_b_company_name}}, with its principal place of business at {{party_b_address}} (hereinafter “Recipient Party”).

Collectively referred to as “the Parties”.

RECITALS

WHEREAS, the Disclosing Party possesses certain valuable business relationships, contacts, and confidential information related to {{description_of_business_opportunity}} (the “Opportunity”);

WHEREAS, the Disclosing Party is introducing the Recipient Party to these relationships, contacts, and confidential information for the purpose of {{purpose_of_introduction}}; and

WHEREAS, the Parties desire to enter into an agreement to protect the Disclosing Party’s interests and prevent circumvention of the Disclosing Party in connection with the Opportunity.

NON-CIRCUMVENTION

The Recipient Party hereby agrees not to directly or indirectly, for a period of {{duration_in_years}} years from the Effective Date, circumvent, by-pass, or attempt to circumvent or by-pass the Disclosing Party in any transaction or business opportunity related to the Opportunity, including but not limited to, directly contacting, dealing with, or entering into agreements with {{list_of_protected_entities_or_type_of_entities}} introduced by the Disclosing Party without the express written consent of the Disclosing Party.

This includes, but is not limited to, any attempt to: (a) solicit, initiate, or engage in any business relationship with any {{protected_entity_type}} introduced by the Disclosing Party; (b) disclose or use any confidential information or trade secrets of the Disclosing Party to bypass them; (c) interfere with existing or prospective business relationships between the Disclosing Party and any {{protected_entity_type}}.

CONFIDENTIALITY

The Recipient Party acknowledges that all information, including but not limited to, business contacts, client lists, trade secrets, financial data, and business strategies disclosed by the Disclosing Party, whether oral, written, or visual, shall be considered confidential information. The Recipient Party agrees to hold such information in strict confidence and not to disclose it to any third party without the prior written consent of the Disclosing Party, nor to use it for any purpose other than that for which it was disclosed.

This obligation of confidentiality shall survive the termination of this Agreement for a period of {{confidentiality_duration_in_years}} years.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in full force and effect for a period of {{agreement_duration_in_years}} years, unless terminated earlier as provided herein.

Either Party may terminate this Agreement upon {{notice_period_days}} days written notice to the other Party in the event of a material breach of any provision of this Agreement by the other Party, provided such breach is not cured within the notice period.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{applicable_country_name}}.

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{applicable_city_or_province}}.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Non-Circumvention Agreement as of the Effective Date first written above.

----------------------------------------

Disclosing Party: {{party_a_company_name}}

By: ______________________________

Name: {{party_a_authorized_signatory_name}}

Title: {{party_a_authorized_signatory_title}}

Date: {{date}}

----------------------------------------

Recipient Party: {{party_b_company_name}}

By: ______________________________

Name: {{party_b_authorized_signatory_name}}

Title: {{party_b_authorized_signatory_title}}

Date: {{date}}