Non-Circumvention, Non-Disclosure & Confidentiality Agreement

NON-CIRCUMVENTION, NON-DISCLOSURE, AND CONFIDENTIALITY AGREEMENT

This Non-Circumvention, Non-Disclosure, and Confidentiality Agreement (this "Agreement") is entered into as of _______________, 20_____ (the "Effective Date") by and between:

_________________________________, a _________________________________ with its principal place of business at _________________________________________________ ("Party A"), and

_________________________________, a _________________________________ with its principal place of business at _________________________________________________ ("Party B").

Party A and Party B may be referred to individually as a "Party" and together as the "Parties."

1. Purpose

The Parties wish to explore and/or pursue one or more potential business opportunities (the "Purpose"). In connection with the Purpose, one Party (the "Disclosing Party") may disclose to the other Party (the "Receiving Party") certain Confidential Information (defined below), including the identity of certain business contacts introduced by the Disclosing Party.

2. Definitions

2.1 Confidential Information means any non-public information disclosed by or on behalf of a Party to the other Party, whether in written, oral, electronic, visual, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Introduced Contact Information (defined below).

2.2 Introduced Contact means a person or entity (and its affiliates and principals, as applicable) that is first identified or introduced to the Receiving Party by or through the Disclosing Party in connection with the Purpose, and that is: (a) listed on Schedule A (as updated under Section 2.4), or (b) identified by the Disclosing Party in a written communication (including email) as an "Introduced Contact" within a reasonable time after disclosure.

2.3 Introduced Contact Information means the identity of an Introduced Contact and any non-public information about that contact, including contact details, relationship context, decision-makers, needs, pricing, terms, or related non-public information disclosed through the Disclosing Party.

2.4 Schedule A Updates. The Disclosing Party may update Schedule A during the Term by sending the Receiving Party a written update identifying additional Introduced Contacts. Any such update becomes effective upon receipt unless the Receiving Party objects in writing within ten (10) days on the basis that the contact is excluded under Section 2.5.

2.5 Exclusions. Confidential Information does not include information that the Receiving Party can document: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the Receiving Party without restriction before disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is lawfully received from a third party without breach of any duty of confidentiality. For Introduced Contacts, exclusion (b) includes a pre-existing, documented relationship (e.g., prior communications, contract, or active discussions) that predates the Disclosing Party's introduction.

2.6 Representatives means a Party's directors, officers, employees, contractors, professional advisers (including attorneys and accountants), financing sources, and agents who have a need to know Confidential Information for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement (by written agreement or professional duty).

2.7 Transaction means a business arrangement between the Receiving Party (or its affiliates) and an Introduced Contact (or its affiliates) that is within the scope of the Purpose and that reasonably relates to the opportunity contemplated by the Parties at the time of introduction.

3. Confidentiality Obligations

3.1 Non-Disclosure and Restricted Use. The Receiving Party will: (a) keep the Disclosing Party's Confidential Information strictly confidential; (b) use the Disclosing Party's Confidential Information solely for the Purpose; and (c) not disclose the Disclosing Party's Confidential Information to any person except its Representatives who have a need to know for the Purpose.

3.2 Standard of Care. The Receiving Party will protect Confidential Information using at least reasonable care, and in any event no less than the care it uses to protect its own confidential information of like sensitivity.

3.3 Compelled Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it may do so only to the extent required, provided it gives the Disclosing Party prompt notice (to the extent legally permitted) and reasonably cooperates with efforts to seek protective treatment.

3.4 No License. Except for the limited right to use Confidential Information for the Purpose, no license or other rights are granted by either Party under any patent, copyright, trade secret, trademark, or other intellectual property right.

4. Non-Circumvention

4.1 No Bypass of Introduced Contacts. During the Non-Circumvention Period (defined in Section 4.4), the Receiving Party will not, directly or indirectly, Circumvent the Disclosing Party with respect to any Introduced Contact.

4.2 Circumvent / Circumvention. "Circumvent" means entering into, pursuing, or consummating a Transaction with an Introduced Contact outside the Disclosing Party's participation in a manner that has the intent or effect of avoiding the Disclosing Party's expected role or compensation in connection with that Transaction, as reasonably contemplated by the Parties at the time of introduction.

4.3 Operational Contact Permitted. This Agreement does not prohibit the Receiving Party from communicating with an Introduced Contact to the extent reasonably necessary to evaluate or perform the Purpose, so long as the Receiving Party does not use that access to Circumvent the Disclosing Party.

4.4 Non-Circumvention Period. The "Non-Circumvention Period" is two (2) years from the date the relevant Introduced Contact first became an Introduced Contact under Section 2.2, unless the Parties specify a different period for that contact in Schedule A.

5. Fees; Separate Commercial Terms

5.1 No Implied Brokerage. This Agreement does not by itself create an obligation for either Party to pay a commission, fee, or other compensation, except as expressly provided in Section 6 (Remedies) or in a separate written agreement.

5.2 Optional Fee Schedule. If the Parties wish to define the Disclosing Party's compensation for Transactions with one or more Introduced Contacts, they may do so in a separate written agreement or in Schedule B (if attached and executed).

6. Remedies

6.1 Injunctive Relief. The Parties agree that unauthorized disclosure or use of Confidential Information, or Circumvention of an Introduced Contact, may cause irreparable harm for which monetary damages may be insufficient. The Disclosing Party is entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, without the requirement of posting bond to the extent permitted by law.

6.2 Compensation Remedy (Choose One Option). [Check the box for either Option A or Option B:]

❏ Option A (Fee-Based Liquidated Damages; Only If You Use Schedule B): If (i) Schedule B specifies a fee for the applicable Introduced Contact or Transaction type, and (ii) the Receiving Party Circumvents the Disclosing Party, then the Receiving Party will pay the Disclosing Party the fee specified in Schedule B for that Transaction as liquidated damages, not as a penalty.

❏ Option B (Actual Damages + Disgorgement Concept): If the Receiving Party Circumvents the Disclosing Party, the Disclosing Party may recover its actual damages, including the value of the Disclosing Party's reasonably expected compensation in connection with the Transaction as supported by evidence, and may seek equitable relief as available under applicable law.

6.3 Attorneys' Fees. In any action to enforce or interpret this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs.

6.4 No "Penalty" Language. The Parties intend that any agreed remedy under this Agreement is compensatory and enforceable to the maximum extent permitted by applicable law.

7. Term; Survival

7.1 Term. This Agreement begins on the Effective Date and continues for two (2) years (the "Term"), unless earlier terminated under Section 7.2.

7.2 Termination. Either Party may terminate this Agreement for convenience upon thirty (30) days' written notice to the other Party.

7.3 Survival. (a) Sections 3 (Confidentiality), 6 (Remedies), 8–12 (Miscellaneous), and this Section 7.3 survive termination. (b) Confidentiality obligations for Confidential Information (other than trade secrets) survive for three (3) years after termination. (c) Confidentiality obligations for trade secrets survive for so long as the information remains a trade secret under applicable law. (d) The Non-Circumvention obligations survive termination for the remainder of the applicable Non-Circumvention Period under Section 4.4 for each Introduced Contact.

8. Return / Destruction

Upon written request by the Disclosing Party, the Receiving Party will promptly return or destroy the Disclosing Party's Confidential Information in its possession, except that the Receiving Party may retain one archival copy for legal/compliance purposes and may retain Confidential Information contained in routine system backups, in each case subject to continued confidentiality obligations.

9. No Partnership; No Obligation to Proceed

Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, or agency relationship. Neither Party is obligated to proceed with any transaction, and each Party reserves the right, in its sole discretion, to discontinue discussions.

10. Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations.

11. Governing Law; Venue; Jurisdiction

This Agreement is governed by the laws of the State of ______________, without regard to its conflict of laws principles. The Parties agree that any action arising out of this Agreement will be brought exclusively in the state or federal courts located in ______________ County, ______________, and each Party consents to personal jurisdiction and venue in those courts.

12. Notices

Notices must be in writing and will be deemed given when delivered by (a) personal delivery, (b) nationally recognized overnight courier, or (c) email with confirmation of transmission, to the addresses below (or to such other address a Party designates by notice):

If to Party A:
Name/Title: __________________________________________________
Address: __________________________________________________
Email: __________________________________________________

If to Party B:
Name/Title: __________________________________________________
Address: __________________________________________________
Email: __________________________________________________

13. Entire Agreement; Amendments; Severability; Waiver

This Agreement is the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings. Any amendment must be in writing and signed by both Parties. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. A waiver must be in writing and is effective only for the specific instance.

14. Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered electronically (including PDF and e-signature platforms) are effective as originals.

SIGNATURE BLOCKS

For: _________________________________ [Party A]

Printed Name: _________________________________

Signature: _________________________________

Title: _________________________________

For: _________________________________ [Party B]

Printed Name: _________________________________

Signature: _________________________________

Title: _________________________________

SCHEDULE A — INTRODUCED CONTACTS

(Attach additional pages if needed. If none at signing, write "None at Effective Date.")

1. Introduced Contact: _________________________________
Date Introduced: _________________________________
Purpose / Context (optional): _________________________________
Non-Circumvention Period override (optional): _________________________________

2. Introduced Contact: _________________________________
Date Introduced: _________________________________
Purpose / Context (optional): _________________________________
Non-Circumvention Period override (optional): _________________________________

SCHEDULE B — OPTIONAL FEE SCHEDULE (IF USED)

(Use only if you want Option A in Section 6.2.)

• Introduced Contact / Transaction Type: _________________________________
• Fee / Commission: _________________________________
• When Earned (e.g., signing, closing, first payment): _________________________________
• Payment Terms: _________________________________
• Cap / Floor (optional): _________________________________

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