Non Circumvention and Non Disclosure Agreement (NCNDA) An agreement preventing circumvention of business relationships and ensuring non-disclosure of confidential information among parties.
1.1. Entering into Business Relationships
The parties agree to enter into this Agreement in connection with the evaluation and potential establishment of mutual business relationships ("Business Relationships") involving the introduction of end clients, customers, investors, or other business partners.
2.1. Prohibition on Circumvention
During the term of this Agreement and for a period of two (2) years thereafter, each party agrees not to circumvent or attempt to circumvent the other party or establish any direct or indirect business relationships with the other party's introduced clients, customers, investors, or business partners ("Introduced Parties") without the other party's prior written consent.
2.2. Notice of Introduced Parties
Each party shall inform the other party in writing of all Introduced Parties, including their names and contact information, upon which the other party has successfully established a business relationship through the efforts of the notifying party ("Introduced Party Notice").
2.3. Commission or Finders' Fee
If both parties agree to a commission, finders’ fee, or other financial compensation for a successful Business Relationship, such terms shall be negotiated and agreed upon in writing between the parties in a separate document.
3.1. Treatment of Confidential Information
During the term of this Agreement and for a period of two (2) years thereafter, each party agrees to hold in strict confidence all information of a proprietary, confidential, or trade secret nature that has been or may be disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement and the contemplated Business Relationships ("Confidential Information").
3.2. Protection of Confidential Information
Each party agrees to protect the Confidential Information in the same manner as it protects its own proprietary and confidential information, but in no event with less than a reasonable standard of care. The parties agree not to disclose any Confidential Information to any third party without the Disclosing Party's prior written consent.
3.3. Exceptions to Confidentiality
The obligations set forth in this Section 3 shall not apply to information that is: (i) already known to the Receiving Party without an obligation of confidentiality; (ii) is or becomes publicly known through no fault of the Receiving Party; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.
4.1. Injunctive and Equitable Relief
In the event of a breach or threatened breach of the terms of this Agreement, the non-breaching party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity, without being required to post a bond or other security.
Each party shall indemnify, defend, and hold harmless the other party from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) resulting from any breach or alleged breach of this Agreement by the indemnifying party.
5.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States, without giving effect to its conflict of law principles.
Any dispute, claim, or controversy arising out of or related to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
6.1. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether oral or written, between the parties relating thereto.
Modification and Waiver
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.
Neither party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified or reformed to the extent necessary to render it valid, legal, and enforceable, or if such modification or reformation is not possible, then such provision shall be deleted and the remaining provisions of this Agreement shall continue in full force and effect.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF,the parties have executed this Non-Circumvention and Non-Disclosure Agreement as of the date first above written.
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In this Non Circumvention and Non Disclosure Agreement (NCNDA), you will see the following sections:
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