Confidential Information And Non-Circumvention Agreement

This guide outlines the essential elements of a professional Non-Disclosure and Non-Circumvention Agreement (ND/NC Agreement) template. This agreement is crucial for safeguarding confidential information and preventing parties from circumventing a business opportunity.

Defining the Parties

The agreement must clearly identify the parties involved. This typically includes:

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Disclosing Party: The party providing the confidential information.

Receiving Party: The party receiving the confidential information.

Scope of Confidentiality

The scope of confidentiality should be explicitly defined. This section outlines the types of information covered by the agreement, such as:

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Trade secrets: Proprietary formulas, customer lists, marketing plans, and technological innovations.

Financial information: Financial statements, projections, and pricing strategies.

Business plans: Strategic plans, market research, and development roadmaps.

Customer information: Customer identities, contact information, and purchase history.

Confidentiality Obligations

The agreement should clearly outline the Receiving Party’s confidentiality obligations. These obligations typically include:

Maintaining the confidentiality of the disclosed information.

Using the disclosed information only for the purposes specified in the agreement.

Restricting access to the disclosed information to authorized personnel.

Implementing reasonable security measures to protect the confidentiality of the disclosed information.

Returning or destroying all copies of the disclosed information upon termination of the agreement.

Non-Circumvention Obligations

The agreement should include provisions that prevent the Receiving Party from circumventing the Disclosing Party in pursuing a business opportunity. This may include:

Prohibiting the Receiving Party from directly or indirectly soliciting or engaging in business with the Disclosing Party’s customers or suppliers.

Preventing the Receiving Party from hiring the Disclosing Party’s employees for a specific period.

Restricting the Receiving Party from developing or marketing competing products or services.

Exceptions to Confidentiality

The agreement should include limited exceptions to the confidentiality obligations. These exceptions may include:

Information that is already publicly known or becomes publicly known through no fault of the Receiving Party.

Information that was rightfully known to the Receiving Party prior to receiving it from the Disclosing Party.

Information that is independently developed by the Receiving Party without the use of the Disclosing Party’s confidential information.

Information that is required to be disclosed by law or court order.

Term and Termination

The agreement should specify the term of the agreement, which may be a specific period or an indefinite period. The agreement should also outline the circumstances under which the agreement may be terminated, such as:

Mutual agreement of the parties.

Material breach of the agreement by either party.

Bankruptcy or insolvency of either party.

Governing Law and Jurisdiction

The agreement should specify the governing law and jurisdiction for any disputes arising from the agreement.

Entire Agreement

The agreement should include an “entire agreement” clause, which states that the agreement constitutes the entire understanding between the parties with respect to the subject matter of the agreement.

Severability

The agreement should include a severability clause, which states that if any provision of the agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Notices

The agreement should specify how notices and other communications are to be made between the parties.

Indemnification

The agreement may include an indemnification clause, which provides for the indemnification of one party by the other party for certain losses or damages.

Signatures

The agreement should be signed by authorized representatives of both parties.

Professional Design Considerations

Clean and Modern Layout: Use a clean and modern layout with ample white space to enhance readability.

Professional Font: Choose a professional and easy-to-read font such as Arial, Times New Roman, or Calibri.

Consistent Formatting: Use consistent formatting throughout the agreement, including font size, line spacing, and headings.

Clear and Concise Language: Use clear and concise language that is easy to understand.

Professional Headings and Subheadings: Use clear and concise headings and subheadings to organize the agreement and improve readability.

Page Numbers: Include page numbers for easy reference.

Professional letterhead: If applicable, use professional letterhead for both parties.

By incorporating these elements, you can create a professional and effective ND/NC Agreement that protects your confidential information and safeguards your business interests.

This guide provides a general framework for an ND/NC Agreement. It is important to consult with an attorney to ensure that the agreement is tailored to your specific needs and complies with applicable laws and regulations.

Remember, this guide is for informational purposes only and does not constitute legal advice.