NON-CIRCUMVENTION, NON-DISCLOSURE, AND CONFIDENTIALITY AGREEMENT
THIS AGREEMENT, entered into on this _____ day of __________________, 20____, is for the
association and arrangement of Non-Circumvention, Non-Disclosure, and Confidentiality between
_________________________________________________________, whose principal place of
business is at ______________________________________________________________, and
_________________________________________________________, whose principal place of
business is at _________________________________________________________, 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 five (5) 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. Liquidated Damages. 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.
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