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Exclusivity And Non Circumvention Agreement Template for England and Wales

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Key Requirements PROMPT example:

Exclusivity And Non Circumvention Agreement

"I need an Exclusivity and Non-Circumvention Agreement to protect my technology company's interests during negotiations with potential investors in Asia, ensuring they can't bypass us and approach our client base directly for a period of 24 months from March 2025."

Document background
The Exclusivity And Non Circumvention Agreement is essential in business transactions where parties need to protect their interests during negotiations or ongoing business relationships. This document, governed by English and Welsh law, is particularly valuable when sharing sensitive business opportunities, intellectual property, or confidential information. It prevents parties from bypassing intermediaries or dealing directly with introduced parties, while also establishing exclusive dealing arrangements. The agreement is commonly used in M&A transactions, investment opportunities, and strategic partnerships where maintaining confidentiality and protecting business relationships is crucial.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including Confidential Information, Territory, and Business Opportunity

4. Exclusivity Obligations: Core terms regarding exclusive dealing arrangements, including scope and duration

5. Non-Circumvention Provisions: Terms preventing parties from bypassing each other or dealing directly with protected relationships

6. Duration: Term of the agreement and renewal provisions

7. Confidentiality: Protection of confidential information and trade secrets

8. Governing Law and Jurisdiction: Applicable law (England and Wales) and dispute resolution mechanisms

Optional Sections

1. Territory: Geographic scope of the agreement when exclusivity applies to specific regions

2. Commission Structure: Payment terms and compensation arrangements for intermediary services

3. Force Majeure: Provisions for unforeseen circumstances affecting performance of obligations

4. Assignment: Rights to transfer or assign the agreement to other parties

Suggested Schedules

1. Schedule 1 - Excluded Parties: List of entities specifically exempt from exclusivity provisions

2. Schedule 2 - Protected Information: Detailed list of confidential information and trade secrets covered by the agreement

3. Schedule 3 - Territory Definition: Detailed description of geographic scope where applicable

4. Schedule 4 - Commission Structure: Detailed payment terms, calculations, and commission arrangements where applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Common Law of Contract: Fundamental principles governing contract formation, performance, and enforcement under English law

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract to which they are not direct parties

Misrepresentation Act 1967: Legislation dealing with false statements made during contract negotiation and remedies for misrepresentation

Competition Act 1998: Primary UK legislation prohibiting anti-competitive agreements and abuse of dominant market position

Enterprise Act 2002: Legislation governing competition law enforcement and market investigations in the UK

Article 101 TFEU (retained): Retained EU law prohibiting agreements that prevent, restrict or distort competition within the UK market

Trade Secrets (Enforcement, etc.) Regulations 2018: Regulations providing specific protection for trade secrets and confidential information

Restraint of Trade Doctrine: Common law principles determining the reasonableness and enforceability of restrictive covenants

Equitable Principles: Legal principles governing remedies such as specific performance and injunctive relief

Limitation Act 1980: Statute setting time limits for bringing legal claims and enforcement actions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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