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Non Circumvention Agreement template
Non Circumvention Agreement sample

What is Non Circumvention Agreement?

Non Circumvention Agreement Prevents parties from bypassing each other in business deals, specifying non-circumvention provisions, penalties, and dispute resolution.

Sample template:


This Non-Circumvention Agreement ("Agreement") is entered into effective as of [Insert Effective Date], by and between John Smith ("First Party") and Janet Johnson ("Second Party") (collectively referred to as the "Parties").


2.1. Business Relationships and Contacts

The Parties hereby agree not to circumvent or attempt to circumvent each other regarding any business opportunities that they become aware of through their mutual dealings. This includes, but is not limited to, the direct or indirect initiation, negotiation, or completion of business transactions, contracts, or agreements.

2.2. Non-Disclosure of Confidential Information

During the term of this Agreement, both Parties agree to maintain the confidentiality of any shared proprietary information, trade secrets, or any other confidential data and to prevent any disclosure to third parties, except as required by law.


The term of this Agreement shall begin on the date of last signature and shall continue for a period of [Insert Term Duration] unless terminated earlier according to the provisions herein.


4.1. Breach and Remedies

In the event of a breach of this Agreement by either Party, the non-breaching Party shall be entitled to all remedies available at law or in equity, including, but not limited to, injunctive relief and the recovery of damages, loss of profits, and legal fees incurred as a result of such breach.

4.2. Calculation of Damages

The Parties agree that actual damages for breach of this Agreement may be difficult to ascertain; therefore, the breaching Party agrees to pay the non-breaching Party the sum of [Insert Liquidated Damages Amount] as liquidated damages, not as a penalty, should a violation of the non-circumvention provisions of this Agreement occur.


5.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of laws principles.

5.2. Alternative Dispute Resolution

All disputes arising out of or in connection with this Agreement shall first be attempted to be settled amicably through good-faith negotiations. If the dispute cannot be resolved within thirty (30) days, the Parties shall submit the dispute to arbitration administered by a reputable arbitration organization at a location to be mutually agreed upon by the Parties. The decision of the arbitration shall be final and binding.

5.3. Jurisdiction

Notwithstanding the foregoing, both Parties consent to the exclusive jurisdiction of the federal and state courts located in [Select Appropriate Jurisdiction] for any litigation that may arise out of, or be related to, this Agreement.


6.1. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior or contemporaneous oral or written negotiations and agreements.

6.2. Amendment and Waiver

No amendment, modification, or waiver of any clause in this Agreement shall be valid unless set forth in writing and duly executed by both Parties.

6.3. Severability

If any part of this Agreement is deemed unenforceable, the remaining provisions will continue in full force and effect as if the invalid or unenforceable provision were not contained herein.

6.4. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, and assigns.

6.5. Notices

All notices and communications hereunder shall be in writing and sent to the respective Party at the address first mentioned herein, or at such other address as may later be provided in writing by either Party.

6.6. Headings

Headings and titles of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.


the Parties hereto have executed this Non-Circumvention Agreement as of the date first above written.


First Party: John Smith

Date: ____________________________


Second Party: Janet Johnson

Date: ____________________________

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Common Sections of a Non Circumvention Agreement

In this Non Circumvention Agreement, you will see the following sections:

  1. Parties
  2. Non-Circumvention Obligations
  3. Term
  4. Penalties for Violation
  5. Dispute Resolution
  6. General Provisions

Going indepth - Summary of each section:

  1. Parties : This section introduces the two parties involved in the agreement, John Smith and Janet Johnson, and establishes the effective date of the agreement.

  2. Non-Circumvention Obligations : This section outlines the main purpose of the agreement, which is to prevent either party from going around the other to pursue business opportunities they learn about through their mutual dealings. It also includes a commitment to keep shared confidential information secret.

  3. Term : This section specifies the duration of the agreement, starting from the date of the last signature and lasting for a predetermined period, unless terminated earlier according to the provisions in the agreement.

  4. Penalties for Violation : This section explains the consequences if either party breaches the agreement. It includes the right to seek legal remedies, such as damages and injunctions, and establishes a predetermined amount to be paid as liquidated damages in case of a violation of the non-circumvention provisions.

  5. Dispute Resolution : This section outlines the process for resolving disputes arising from the agreement. It states that the agreement is governed by U.S. law and that disputes should first be attempted to be resolved through negotiation. If unsuccessful, the dispute will be submitted to arbitration. The section also specifies the jurisdiction for any litigation related to the agreement.

  6. General Provisions : This section contains various standard clauses, such as stating that the agreement is the entire understanding between the parties, explaining how amendments and waivers must be made in writing, addressing the severability of unenforceable provisions, and specifying how binding the agreement is on the parties and their successors. It also includes details on how notices should be sent and clarifies that headings are for convenience only.

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