The Recipient acknowledges and agrees that confidential information will be provided “AS IS”. THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RELATED TO OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PART OF THE CONFIDENTIAL INFORMATION. The disclosing party does not represent or warrant that the products or business plans disclosed to the recipient will be disclosed, marketed or executed. Any action taken by the recipient in response to the disclosure of confidential information is taken solely at the recipient`s own risk. This Agreement sets forth the parties` overall understanding of confidentiality. All amendments must be made in writing and signed by both parties. This Agreement shall be construed in accordance with the laws of the State [Insert Location]. This Agreement is not assignable by either party. Neither party may delegate its obligations under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times after the effective date of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and shall be construed in such a way as to best achieve the original intent and purpose of this Agreement. All obligations contained in this Agreement are mutual and reciprocal.

This Agreement is binding on the parties, their subsidiaries, agents, brokers, departments, employees, heirs, affiliates, assigns or agents. When you work with one or more other companies or individuals in a company, you don`t want another party to pass you behind your back and exclude you from the company. To protect your interests, you should consider a no-charge agreement. This provision allows the disclosing party to seek an injunction to prevent or prevent the receiving party from disclosing or using the Confidential Information in violation of this Agreement. A non-compete agreement may seem like a great way to protect your business from competition from independent contractors, but there can be legal challenges. Learn how to use these general commercial contracts. Part A: Special conditions that set out the conditions that are specific to a particular NCND agreement and that must be met by the parties according to their particular needs; and; 18. Survival. The confidentiality requirements, agreements, understandings, and indemnification obligations of this Agreement shall survive the termination of this Agreement. A non-circumvention agreement serves the important purpose of protecting businesses from exploitation. It prevents one or more parties from being circumvented in a commercial transaction and deprived of full compensation for their efforts or involvement. In addition, such an agreement ensures that the intellectual property that one company discloses to another party during the negotiations is not disclosed to third parties.

An insecure party may use a non-circumvention agreement to protect itself when it enters into an agreement with a particular party for the first time or when there is insufficient trust between the parties. A party protected by a contract of non-performance benefits from the legally binding assurance that its trade secrets or its position as an intermediary such as a broker will not be compromised. If the agreement is violated, the protected party can take legal action against the other party and potentially obtain a court order or monetary damages. Part B. Terms and Conditions that set out standard-compliant terms and conditions for all contracts, including ICC`s terms and conditions for non-circumvention and non-disclosure agreements. 3. Confidentiality of Confidential Information. The recipient may use the confidential information only for the purpose of evaluating the potential transaction. The recipient undertakes to keep confidential information confidential for a period of three (3) years from the date of execution. The recipient must do its best to keep confidential information confidential and must not disclose any of the confidential information to any other person, provided however that the recipient can disclose confidential information to the recipient`s representatives, who must know this information for the purpose of evaluating the potential transaction and agree to keep this information confidential. The recipient will not disclose such confidential information or allow any unavoidable disclosure, and the recipient is solely and directly responsible for all persons who receive confidential information through or through the recipient or the recipient`s representatives.

The recipient may not otherwise allow such confidential information to be available or accessible, stored electronically or otherwise, published, distributed, transmitted or disclosed in any way to third parties. Without limiting these obligations, all Confidential Information will be protected with the utmost care to avoid disclosure and, to the extent possible, shall be kept error-free and virus-free. The Recipient shall not allow or permit such Confidential Information to be knowingly or negligently misappropriated or used (directly or indirectly, through independent research, reverse engineering, decompilation or otherwise) by the Recipient or the Recipient`s representatives for their own benefit or for the benefit of others, except in connection with conversations and meetings between the Disclosing Party and the Recipient and agreements or of actions, resulting from or related to it. There are different types of dealer contracts, although most contain similar provisions. Which regulation makes the most sense for your specific business situation? This section contains information on the duration of the non-circumvention agreement, such as.B.: 16. Entire Agreement, Modification. This Agreement (i) constitutes the entire agreement and understanding of the parties with respect to the matters contained herein and (ii) may only be amended, modified or terminated by a separate letter expressly signed by the recipient and the disclosing party with respect to such amendment, modification or waiver of this Agreement. This section lists the natural or legal persons associated with each participating party. They should include a provision requiring all parties to ensure that their agents, contractors and employees comply with the agreement. In addition, the document must be signed by all parties involved and amendments must be made in writing and signed by all parties. A letter of intent is a description of an agreement under negotiation, with agreements on how the process will move forward. Get more information about what`s in a letter of intent and how to write one.

Pros and Cons of Using a Non-Performance Agreement by Edward A. Haman, Esq. This section contains the penalties that apply if a party violates the terms of the agreement. It can be adapted to your specific situation. Attorneys` fees are often overlooked in poorly formulated contracts. Without them, the winning parties are responsible for their own attorneys` fees, which is likely to be a significant financial burden and therefore a deterrent to enforce their rights granted herein. Similar to the confidentiality clause, the confidentiality clause states that participating parties may not disclose any information relating to your company, products and ideas. You must include in this section any information that you wish to keep confidential, such as. B intellectual property, trade secrets, customer information and e-mail addresses. By signing a non-circumvention agreement, the restricted parties undertake not to conspire among themselves to circumvent or exploit the protected party in their transactions.

This type of agreement usually includes confidentiality and secrecy provisions to provide additional protection for your business. If the protected party`s business contacts are displayed to another party, the agreement ensures that the contacts remain confidential and that the recipient of the contact information does not bypass the protected party and works directly with the contacts. If you are considering a company that discloses confidential information, you need to make sure that you understand the pros and cons of a mutual non-disclosure agreement (NDA). List the terms of your commission and fee agreements. If you have a standard fee for certain services, you can provide more details. Otherwise, it is advisable to leave it open so that you can make changes and reach an agreement with the other parties at a later date. .