NON-CIRCUMVENT AGREEMENT

This Non-Circumvent Agreement (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE DISCLOSING PARTY], having registered office at [INSERT ADDRESS OF THE DISCLOSING PARTY] (hereinafter referred as the “Disclosing Party”. which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE RECIPIENT], having registered office at [INSERT ADDRESS OF THE RECIPIENT] (hereinafter referred as the “Recipient” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Disclosing Party and the Recipient shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. The Disclosing Party has a business opportunity [INSERT DETAILS OF THE BUSINESS OPPORTUNITY] to share with Recipient and any and all other opportunities relating to or derived from such opportunity, and;
2. The parties have protective and actual relationships with clients and others which hold to be essential to the conduct and profitability of its enterprise, and;
3. The parties recognize that mutual benefit may be derived when one party is introduced to or becomes acquainted with a third party identified to it by the other party, and;
4. The parties recognize that any such identification or location or introduction is a trade secret and is the exclusive and sole property of the disclosing party
5. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. NON-CIRCUMVENTION
   1. During the term of this Agreement, the Recipient agrees not to contact, initiate contact, or attempt to do business with, at any time for any purpose, either directly or indirectly, any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of the business opportunity, or otherwise referred by the Disclosing Party to the Recipient for the purpose of circumventing, the result of which shall be to prevent the Disclosing Party from realizing a profit, fees, or otherwise, without the specific written approval of the Disclosing Party; such approval will be specifically granted in written form by the Disclosing Party on a case-by-case basis. If such circumvention shall occur, the Disclosing Party shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.
2. TERM
   1. The obligations of non-circumvention shall survive [INSERT TERM OF THE AGREEMENT]. Either party may terminate this Agreement at any time upon written notice to the other party. Termination shall not affect confidentiality obligations with respect to any confidential information or business contacts that were obtained prior to the effective date of termination.
3. BREACH OF THIS AGREEMENT
   1. In the event of a breach of this Agreement, Recipient shall be liable for all damages, including but not limited to any financial losses incurred by the Disclosing Party as a result of the breach.
4. TRADE SECRETS
   1. All information that is exchanged or becomes known through the course of the business transaction between the Disclosing Party and Recipient shall be deemed trade secrets. Trade secrets can include, but are not limited to, prepared information packages, financials, related documents, names of potential acquisitions, intermediaries, contacts and deal sources; deal structures, and financial considerations. The Parties agree to preserve and protect the confidentiality of such information and shall not disclose this information without written permission from the other.
   2. CONFIDENTIAL INFORMATION
   3. Parties will keep confidential the trade secrets, names and other personal information related to the business opportunity introduced or disclosed to the other party, and that their corporations, partnerships, divisions, associates, firm, employees, contractors, agents, joint ventures, assigns, consultants, or designed will not contact, participate or negotiate in any transactions with any of the contacts without first signing a written agreement with the party who provided such contact unless that party gives prior written consent.
   4. If it appears that Recipient has disclosed (or has threatened to disclose) confidential information in violation of this Agreement, the Disclosing Party shall be entitled to obtain an injunction to restrain Recipient from disclosing the confidential information in whole or in part. Disclosing Party shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
   5. Upon written request of the Disclosing Party, Recipient shall return all written materials containing confidential information. Recipient shall also deliver to the Disclosing Party written statements signed by the Recipient certifying that all materials have been returned within [INSERT NUMBER OF DAYS FOR RETURN] days of receipt of the request.
5. TERMINATION
   1. Either party may terminate this Agreement for material breach on [INSERT NOTICE PERIOD TO TERMINATE THE AGREEMENT] written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
      1. this Agreement provides a specific date or period for performance of the obligation breached; or
      2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
   2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
   3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
6. APPLICABILITY OF THIS AGREEMENT
   1. Both parties agree that the provisions of this Agreement extend to the employees, officers, and representatives of their respective businesses.
7. DISPUTE RESOLUTION
   1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
   2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
8. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
      1. By direct negotiations between the Disclosing Party and Recipient
      2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
9. NOTICES
   1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED]
      1. DISCLOSING PARTY: [INSERT EMAIL ID OR/AND ADDRESS OF DISCLOSING PARTY]
      2. RECIPIENT: [INSERT EMAIL ID OR/AND ADDRESS OF RECIPIENT]
10. RELATIONSHIP OF PARTIES
    1. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
11. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
12. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

Signed, sealed and delivered on behalf of Disclosing Party

Name: [INSERT NAME OF DISCLOSING PARTY/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF DISCLOSING PARTY]

Signed, sealed and delivered on behalf of Recipient

Name: [INSERT NAME OF RECIPIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF RECIPIENT]