Confidentiality
Non-circumvention agreement
The paper signed when the thing being shared is a relationship rather than a document. One side introduces a supplier, a buyer, a manufacturer or a client; the other side promises not to take that introduction and deal with the contact directly, cutting the introducer out. It is usually paired with a confidentiality promise, and its hard parts are the ones that always are: which contacts are covered, for how long, and what counts as going around somebody.
- In the catalogue
- Confidentiality
- Where it can live
- Any of the 184 governing laws
Who uses one
- Brokers, finders and agents who trade on knowing who to call.
- Small importers, sourcing agents and traders introducing a factory to a buyer.
- Anyone making an introduction that is worth money and wants it recorded before the email goes out.
What you are deciding
- Which contacts, deals or sources are covered, named or listed
- What counts as going around the introducer
- How long the restriction runs from the introduction
- What the introducer is paid, and on what event
- Whether the promise binds the other side's group companies and staff
- Whether the contact was already known to the other side, and how that is proved
- What confidentiality sits alongside it
Blanks you leave stay blank and wait in the room. Nothing is filled in from a guess.
The sections a draft usually has
- 1The parties
- 2The introductions covered
- 3The promise not to circumvent
- 4Prior relationships
- 5What the introducer receives
- 6Confidentiality
- 7How long it runs
- 8Governing law
A general outline, not a required one. What turns up in a draft follows what you described. A contract is written in the order a contract is read.
What people call it
The names this kind of paper goes by. They are here because people search for them. They also filter the catalogue. They are not a wordlist the door matches. At the composer you describe the deal in your own words instead.
- non circumvention agreement
- ncnda
- non-circumvention and non-disclosure
- introduction agreement
- finders agreement
- broker protection agreement
Questions people ask
- How is this different from an NDA?
- An NDA is about information not being repeated. A non-circumvention agreement is about a relationship not being used to cut somebody out. The two are often written into one document with two separate promises.
- How are the protected contacts usually identified?
- Either by a named list attached to the paper, or by a rule that covers any contact introduced in writing during the term. A list is easier to argue about later than a rule.
- What if the other side already knew the contact?
- Papers of this kind commonly carry a prior-relationship carve-out, and put the burden on the party claiming it to show records that pre-date the introduction.
General answers about the document. Not advice about your situation. Not written about any one country.
Where it lives
A contract names the legal system it is governed by. That is a separate decision from which paper it is. You pick it at the door, from any of the 184 units in Governing law, including England and Wales, Delaware, California and New York.
You do not start from this page. Describe the deal in one sentence at the door. Read the draft back in plain language, in the order a contract is read.
Start it at the door →Related kinds