The NDA Non-Circumvention Agreement is essential when parties are exploring business opportunities that involve sensitive information and valuable business relationships. This document is particularly relevant in the United States where both federal and state laws provide framework for protecting trade secrets and business relationships. It is commonly used during business negotiations, joint ventures, or when sharing proprietary information and contacts. The agreement combines standard confidentiality provisions with specific clauses preventing the receiving party from circumventing the disclosing party to directly pursue disclosed opportunities or contacts.
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1. Parties: Identification of all parties to the agreement including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of entering into the NDA-NCA
3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Business Opportunity', and 'Circumvention'
4. Confidentiality Obligations: Core confidentiality commitments, including protection measures, permitted disclosures, and handling of information
5. Non-Circumvention Provisions: Specific restrictions on bypassing the disclosing party, direct/indirect contact restrictions, and deal protection measures
6. Term and Termination: Duration of obligations, circumstances for termination, and survival of obligations post-termination
7. Governing Law: Specification of jurisdiction, applicable laws, and dispute resolution procedures
1. Specific Business Opportunity: Detailed description of particular business opportunity, deal, or transaction being protected
2. Non-Compete Provisions: Additional restrictions on competitive activities, including geographical and temporal limitations
3. Return of Materials: Procedures for returning or destroying confidential materials upon request or termination
4. Specific Industry Provisions: Industry-specific protections and compliance requirements for regulated sectors
1. Schedule of Confidential Information: Detailed listing of specific information, materials, and data considered confidential
2. Schedule of Permitted Recipients: List of authorized individuals or entities who may receive confidential information
3. Schedule of Specific Business Opportunities: Detailed description of protected business opportunities, deals, or transactions
4. Schedule of Permitted Uses: Enumeration of specifically authorized uses of confidential information
Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
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