A Non-Disclosure Non-Circumvention Agreement (NDNCA) is a legal document used to protect confidential information shared between parties. It ensures that the recipient of the information will not disclose it to unauthorized parties or use it for their own benefit without the disclosing party’s consent. The NDNCA also prevents the recipient from circumventing the disclosing party’s rights or interests.
Free Non-Circumvention Agreement Template – PDF Word – eForms
Key Elements of an NDNCA
Parties
Identify the Parties: Clearly state the names and addresses of the parties involved in the agreement.
Confidential Information
Define Confidential Information: Specify the types of information that are considered confidential. This may include trade secrets, proprietary information, customer lists, financial data, or any other sensitive information.
Include Exceptions: If there are certain types of information that are not covered by the NDNCA, explicitly state them.
Obligations of the Recipient
Confidentiality: The recipient must keep the confidential information secret and not disclose it to any unauthorized person.
Non-Use: The recipient must not use the confidential information for their own benefit or for the benefit of any third party without the disclosing party’s written consent.
Non-Circumvention: The recipient must not attempt to circumvent the disclosing party’s rights or interests, such as by developing competing products or services.
Exceptions
Publicly Available Information: If the confidential information becomes publicly available through no fault of the recipient, the recipient is not obligated to maintain its confidentiality.
Required by Law: If the recipient is required by law to disclose the confidential information, they may do so, but only to the extent necessary to comply with the law.
Duration: Specify the duration of the NDNCA. This may be a fixed term or a perpetual term.
Renewal: If the NDNCA is to be renewed, state the terms and conditions for renewal.
Governing Law and Jurisdiction
Governing Law: Indicate the law that will govern the NDNCA.
Jurisdiction: Specify the jurisdiction in which any disputes arising from the NDNCA will be resolved.
Entire Agreement
Merger Clause: State that the NDNCA constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
Severability
Severability Clause: If any provision of the NDNCA is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Notices
Notices Clause: Specify how notices will be given, such as by email or certified mail.
Indemnification
Indemnification Clause: If appropriate, include an indemnification clause that requires one party to indemnify the other party for any losses or damages arising from a breach of the NDNCA.
Survival
Survival Clause: Specify which provisions of the NDNCA will survive the termination or expiration of the agreement.
Design Considerations
Clarity and Conciseness: Use clear and concise language that is easy to understand. Avoid legal jargon or technical terms that may confuse the parties.
Professional Appearance: The NDNCA should have a professional appearance. Use a clean and readable font, consistent formatting, and appropriate headings.
Organization: Organize the NDNCA in a logical manner, with clear section headings and subheadings.
Customization: Tailor the NDNCA to the specific needs of the parties involved. Consider the nature of the confidential information, the relationship between the parties, and any other relevant factors.
A well-drafted NDNCA is essential for protecting confidential information and preventing unauthorized disclosure or use. By carefully considering the key elements and design considerations outlined in this guide, you can create a NDNCA that effectively safeguards your sensitive information.
