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Non-Circumvention and Non-Disclosure Agreement Sample

A non-circumvention and non-disclosure agreement (NCNDA) is a legal contract that outlines the terms and conditions of a business relationship between two parties. It is a standard agreement used to protect confidential information and prevent one party from disclosing or using the other party`s trade secrets for their own benefit. In this article, we`ll provide a sample NCNDA to help you better understand what it is and how it works.

Sample Non-Circumvention and Non-disclosure Agreement

This Non-Circumvention and Non-Disclosure Agreement (“Agreement”) is made and entered into on [date] (the “Effective Date”) by and between [Party A], with its principal place of business at [address], and [Party B], with its principal place of business at [address].

WHEREAS, the Parties have a mutual interest in exploring a business relationship regarding [purpose of the business relationship]; and

WHEREAS, the Parties acknowledge that this business relationship may reveal confidential and proprietary information belonging to each of the Parties;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Confidential Information

Each Party agrees to hold in confidence all confidential information disclosed by the other Party (“Disclosing Party”) in connection with the business relationship. For the purposes of this Agreement, “Confidential Information” shall mean all information that is not generally known to the public and that is related to the business of the Disclosing Party.

2. Non-Disclosure

The Receiving Party agrees to protect the confidentiality of all Confidential Information disclosed by the Disclosing Party and not to disclose such information to any third party without the prior written consent of the Disclosing Party.

3. Non-Circumvention

The Receiving Party agrees that during the term of this Agreement and for a period of [number] years thereafter, it shall not, directly or indirectly, circumvent or attempt to circumvent the business relationship between the Parties or contact any business partner introduced by the Disclosing Party without the prior written consent of the Disclosing Party.

4. Obligations of Employees

The Receiving Party shall ensure that its employees, agents, and contractors who have access to the Confidential Information are informed of the confidential nature of such information and are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.

5. Term and Termination

This Agreement shall remain in effect until the earlier of [date] or the termination of the business relationship between the Parties. Either Party may terminate this Agreement for any reason upon [number] days written notice to the other Party.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of [state], without giving effect to any principles of conflicts of law.

7. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Party A: _____________________________

Party B: _____________________________


A non-circumvention and non-disclosure agreement is a crucial document for any business relationship that involves confidential or proprietary information. It helps to protect both parties` interests by setting forth clear expectations and obligations, and can provide a legal remedy if either party breaches the agreement. By using the sample NCNDA provided above, you can create a customized agreement that meets your specific needs and helps ensure a successful business relationship.