Non Circumvent Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

NON-CIRCUMVENTION, NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Circumvention, Non-Disclosure and Confidentiality Agreement (hereinafter referred to as the 'Agreement') is made and entered into on this the {{day}} day of {{month}}, {{year}} (the 'Effective Date'), by and between:

{{first_party_name}}, a company/individual residing at {{first_party_address}} (hereinafter referred to as 'Disclosing Party'); and

{{second_party_name}}, a company/individual residing at {{second_party_address}} (hereinafter referred to as 'Receiving Party').

Collectively referred to as the 'Parties' and individually as 'Party'.

RECITALS

WHEREAS, the Disclosing Party possesses valuable information, business opportunities, and client contacts (hereinafter collectively referred to as 'Confidential Information') which it may disclose to the Receiving Party for the purpose of {{purpose_of_agreement}} (the 'Purpose');

WHEREAS, the Receiving Party acknowledges the proprietary and confidential nature of the Confidential Information and wishes to receive such information for the stated Purpose only;

WHEREAS, the Parties wish to establish a mutual understanding and agreement to protect the Disclosing Party's interests in its Confidential Information and to prevent the circumvention of the Disclosing Party in its business relationships.

NON-CIRCUMVENTION

The Receiving Party hereby agrees that, for a period of {{circumvention_period}} months/years from the Effective Date, it shall not directly or indirectly, in any capacity whatsoever, circumvent, initiate contact with, solicit, negotiate with, contract with, or enter into any business relationship with any client, customer, consultant, agent, or any other entity or individual that has been introduced or identified to the Receiving Party by the Disclosing Party for the Purpose of this Agreement, without the express written consent of the Disclosing Party.

This non-circumvention obligation extends to any third party related to the Receiving Party, including but not limited to its affiliates, subsidiaries, partners, employees, agents, and representatives.

NON-DISCLOSURE AND CONFIDENTIALITY

The Receiving Party acknowledges and agrees that all information provided by the Disclosing Party, whether oral, written, electronic, or in any other form, concerning clients, business methods, strategies, financial data, or any other proprietary information, is strictly confidential (hereinafter 'Confidential Information').

The Receiving Party shall not, at any time or for any reason, disclose, reveal, publish, or otherwise disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party.

The Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information, exercising at least the same degree of care it employs to protect its own confidential information, but in no event less than a reasonable degree of care.

EXCLUSIONS FROM CONFIDENTIAL INFORMATION

The obligations of non-disclosure and non-circumvention shall not apply to information that:

a) Is or becomes publicly available through no act or omission of the Receiving Party;

b) Was in the Receiving Party's possession prior to the time of disclosure by the Disclosing Party, as evidenced by written records;

c) Is obtained by the Receiving Party from a third party without breach of any confidentiality obligation;

d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records;

e) Is required to be disclosed by law, court order, or governmental authority, provided that the Receiving Party gives prompt notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy.

TERM AND TERMINATION

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

Either Party may terminate this Agreement upon {{notice_period}} 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 that the breaching Party fails to remedy such breach within the said notice period.

Notwithstanding termination, the obligations of Non-Circumvention and Non-Disclosure shall survive termination of this Agreement for a period of {{survival_period_years}} years.

GOVERNING LAW AND JURISDICTION

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

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in {{city}}, in accordance with the arbitration rules of {{arbitration_institution}}.

INDEMNIFICATION

The Receiving Party agrees to indemnify and hold harmless the Disclosing Party, its affiliates, directors, officers, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to any breach of this Agreement by the Receiving Party.

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.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date first above written.

DISCLOSING PARTY:

_____________________________

Name: {{disclosing_party_signatory_name}}

Title: {{disclosing_party_signatory_title}}

Date: {{disclosing_party_sign_date}}

RECEIVING PARTY:

_____________________________

Name: {{receiving_party_signatory_name}}

Title: {{receiving_party_signatory_title}}

Date: {{receiving_party_sign_date}}