Non Disclosure and Non Circumvention Agreement by pryor555

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									Name of Company


                              NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT


    THIS NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT (the “Agreement”), dated effective as of
___________ (the “Effective Date”), is entered into by and between Name of Company (“Name of Company”) and
______________________. (“RECIPIENT”) (collectively, the “Parties”).

    WHEREAS, the subject matter of this Agreement is in connection with NAME OF COMPANY introducing
RECIPIENT with potential investments in one or more business opportunities (the “Transactions”);

   WHEREAS, in the course of the above, NAME OF COMPANY needs to share Confidential Information (defined
below) with RECIPIENT to evaluate the Transactions;

     NOW, THEREFORE, in consideration of such disclosure and in further consideration of the promises and
obligations set forth below, the Parties agree as follows:

     Confidential Information Defined. As used in this Agreement, the term “Confidential Information” shall mean
any and all data, devices, information or materials in written, graphic, electronic, or other tangible form, including
but not limited to technical, customer, personnel, financial and/or business information, that is provided or made
available by NAME OF COMPANY or any of its affiliates (the “Disclosing Party”) to RECIPIENT any of its affiliates and
agents (the “Receiving Party”) during the term of this Agreement.

     Excluded Information.   Notwithstanding the above, Confidential Information shall not include, and this
Agreement shall impose no obligation on the Receiving Party to protect or otherwise hold in confidence that portion
of any information that:

     (a) Through no breach of this Agreement or fault on the part of the Receiving Party, or wrongful act of any third
party, is or hereafter becomes part of the public domain (i.e., no restriction on use or disclosure); or

     (b) It is legally required to disclose.


     Protection of Confidential Information. RECIPIENT agrees to protect and treat as confidential any and all
Confidential Information as set forth in this Agreement. The Receiving Party shall limit disclosure of Confidential
Information to the Receiving Party’s employees, clients, consultants, advisors and affiliates who have a demonstrable
need to know such Confidential Information in connection with their activities directly and exclusively relating to the
Transactions.

     Non-Circumvention. For the consideration of NAME OF COMPANY (the “Introducing Party”) facilitating an
introduction, whether in person, by phone, by electronic mail or by other means of communication, for RECIPIENT
(the “Introduced Party”), at the request of RECIPIENT, to one or more business opportunities (the “Target Projects”)
with whom or about which the Introduced Party does not have any prior documented knowledge or relationship and
with whom or for which the Introduced Party could potentially conclude the Transactions, the Introduced Party
agrees, for a period of two (2) years from the date hereof, not to circumvent the Introducing Party by approaching,
contracting, soliciting, negotiating, discussing or engaging in business directly with the Target Projects concerning
prospective Transactions without written approval from the Introducing Party.




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Name of Company


    Term. This Agreement shall become effective as of the Effective Date and shall, unless the parties hereto
agree in writing to an earlier termination date, continue for a period of two (2) years.

    Other Terms.
    a. Written approval or permission to disclose Confidential Information may take the form of either regular mail,
       facsimile, electronic mail, instant message, or other equivalent forms of electronic communication.

    b. This Agreement may not be modified or amended, nor any term hereof waived, except by a written
       document signed by the Parties.

    c. This Agreement, including the confidentiality and non-circumvention agreements contained herein, shall be
       binding upon, and inure to the benefit of the Parties and their respective officers, directors, employees,
       representatives, agents, successors, heirs, legal representatives and assigns.

    d. This Agreement contains the entire agreement of the Parties hereto with respect to the subject matter
       hereof and supersedes all prior understandings and agreements of the parties with respect to the subject
       matter hereof and the terms herein contained preside over subsequent agreement(s) and terms of
       cooperation.

    e. This Agreement shall be governed and construed in accordance with the laws of the State of New York in the
       United States. Any dispute as to this Agreement letter shall be submitted for binding arbitration in
       accordance with the rules applicable in New York.

        Recipient understands and agrees that NAME OF COMPANY is making no express warranty and disclaims all
implied warranties as to the accuracy or completeness of the Confidential Information, including the Evaluation
Material furnished by NAME OF COMPANY or located in NAME OF COMPANY’s offices.

IN WITNESS WHEREOF, the DULY AUTHORIZED Parties hereto have executed this Agreement to be effective as of the
Effective Date.


Name of Company:
Signed by:


__________________________________                               Date: _________________
RECIPIENT
Signed by:
__________________________________                               Date: _________________



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