ON-CIRCUMVENTION, NON-DISCLOSURE, AND CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into on this [insert date], is for the association and arrangement of Non-
Circumvention, Non-Disclosure, and Confidentiality between XXX, XXX, and
XXX, whose principal place of business is at [insert address], and XXX,
whose principal place of business is at [insert address], hereinafter referred to as the "Parties."
Upon execution of this Agreement, the Parties agree to respect the integrity and tangible value of this
Agreement between them.
1. Term of Agreement, Automatic Renewal or Roll-Over. This Agreement is effective for a
minimum period of [insert period] years from the date of execution of this Agreement, and for a period
of two (2) years after the exchange of information or the completion of each transaction, whichever
occurs later in time, with an additional two (2) years of automatic renewal/roll-over upon the
completion or closing of each exchange of information or transaction, and thereafter at the end of any
renewal/roll-over period, without the need for any notice or advisement, unless mutually agreed in
writing to be terminated by both of the Parties. Said termination can occur at any moment, provided
that it is acknowledged by notice through Certified Mail, Return Receipt Requested. If notice is not
given by both of the Parties within ten (10) days after the beginning of a new renewal/roll-over period,
the Agreement shall remain in full force and effect between the Parties for another two (2) years.
2. Contacts Deemed Exclusive and Valuable. Because of this Agreement, the Parties involved in
this transaction or series of transactions may learn from one another, or from their principals, the
names, telephone numbers, email addresses, and other contact information of clients, borrowers,
investors, lenders, agents, brokers, lending corporations, banks, manufacturers, individuals and/or
trusts, or buyers and sellers hereinafter referred to as “Contacts.” The Parties agree that the identities
of the Contacts shall be recognized by the other Party as the exclusive and valuable Contacts of the
introducing Party and shall remain so for the duration of this Agreement, including any renewal/roll-
over period.
3. Confidentiality. The Parties shall keep strictly confidential the names and any other identifying
information of any Contacts introduced or revealed to the other party, and that their firm, company,
associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents,
contractors, heirs, assigns, designees, or consultants will not contact, deal with, negotiate or
participate in any transactions with any of the contacts without first entering into a written agreement
with the Party who provided such contact, unless that Party gives prior written consent. Such
confidentiality will include any names, addresses, email addresses, telephone, telex, facsimile
numbers, and/or other pertinent information disclosed or revealed to either Party.
4. Non-Disclosure. The Parties agree not to disclose, reveal or make use of any information during
discussion or observation regarding methods, concepts, ideas, specifications, product, services, or
proposed new products or services, nor to do business with any of the revealed Contacts without the
written consent of the introducing party or parties.
5. Commission or Fee Agreements. The Parties agree that due to the many variables surrounding
each business transaction that will occur because of this Agreement, the commission to be paid
and/or the fee structure between the Parties may vary. A separate fee/commission agreement may
outline compensation for each business transaction. The fee or commission agreement must be
drafted and acknowledged by signature before the commencement of business transactions.
6. Penalty for Breach. In case of circumvention, the Parties agree and guarantee that they will pay
a legal monetary penalty that is equal to three (3) times the commission or fee the circumvented Party
should have realized in such transactions, by the person(s) or entity(ies) engaged on the
circumvention for each occurrence.
7. Attorney Fees. If either party commences legal proceedings to interpret or enforce the terms of
this Agreement, the prevailing Party will be entitled to recover court costs and reasonable attorney
fees.
8. Choice of Law. The Parties will construe this Agreement in accordance with the laws of the
State of [insert name of state]. If any provision of this Agreement is deemed void by any court of
competent jurisdiction, the remaining provisions shall remain in force and effect.
9. Consent to Personal Jurisdiction. THE PARTIES HEREBY EXPRESSLY CONSENT TO THE
PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE
OF [insert name of state] FOR ANY LAWSUIT FILED BY EITHER PARTY RELATED TO THE
TERMS OF THIS AGREEMENT.
10. Entire Agreement. This Agreement contains the entire understanding between the Parties,
and any waiver, amendment or modification to this Agreement is subject to the above conditions and
must be attached to this Agreement.
11. Authority to Act/Bind. Upon execution of this Agreement by signature below, the Parties
agree that any individual, firm company, associates, corporations, joint ventures, partnerships,
divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the
signee is an agent, officer, heir, successor, assign or designee is bound by the terms of this
Agreement.
An e-mail or facsimile copy of this Non-Circumvention, Non-Disclosure and Confidentiality Agreement
shall constitute a legal and binding instrument. By setting forth my hand below, I warrant that I have
complete authority to enter into this Agreement.
For: ______________________________________ [name of 1st company or legal party]
__________________________________
Printed Name
__________________________________
Signature
__________________________________
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