The Non-Circumvention Non-Disclosure & Working Agreement (NCNDA) safeguards the rights of intermediaries in international trade. Businesses utilize it to protect intellectual property and confidential information during the early stages of ventures arranged by brokers or intermediaries.

Primary Objectives

• Preventing Circumvention: Ensures that intermediaries (brokers introducing the buyer and seller) are not bypassed.
• Protecting Intellectual Property: Prevents the disclosure of intellectual property to third parties during negotiations.

Consequences of Breach

If either party opts not to pursue a business relationship, they must not use the other party’s information. A breach may lead to legal action, including damages, lost profits, and potential criminal charges.

Essential Terms to Include in the NCNDA

• Non-Circumvention: Prevents parties from bypassing each other in any business introduced by either party. “Business” should be interpreted broadly to include all relevant activities.
• Non-Disclosure: Covers all information meant to be confidential, such as intellectual property, trade secrets, customer lists, and email addresses.
• Terms: Determine the duration of the NCNDA carefully. Options include a fixed term (e.g., five years from signing), a specific expiration date (e.g., project completion), or an indefinite term where confidentiality remains indefinite.
• Parties Bound: Ensure the agreement includes all persons and entities associated with each party. Include a provision making each party responsible for ensuring their employees, agents, and independent contractors comply with the Non-Circumvention Non-Disclosure & Working Agreement.

Information Not Covered by NCNDA

Not all information falls under the protection of a Non-Circumvention Non-Disclosure & Working Agreement. Exceptions include prior knowledge, common knowledge, or information generally available to the public.

Review and Customization

Have your attorney review your NCNDA to ensure all essential terms are included. Use a basic NCNDA template as a starting point for your specific circumstances.

You may find a Non-Disclosure Agreement HERE as well.