Non-Circumvention Agreement Template

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Non-Circumvention Agreement Page 1
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Updated Jan 19, 2024
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A non-circumvention agreement is an essential legal contract that safeguards parties in a business relationship from bypassing each other to directly access resources or information. It plays a significant role in maintaining trust and strong relationships between business entities, confining them to respect and acknowledge the partnership roles defined.
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Paper titled "Non-Circumvention Agreement"; woman and man shaking hands outside an enterprise

A non-circumvention agreement is an essential legal contract that safeguards parties in a business relationship from bypassing each other to directly access resources or information. It plays a significant role in maintaining trust and strong relationships between business entities, confining them to respect and acknowledge the partnership roles defined. This type of agreement is often incorporated in situations where intellectual property, proprietary information, or exclusive business resources are shared between parties.

When to Use a Non-Circumvention Agreement

A non circumvention agreement is typically employed when two businesses decide to collaborate on a project or deal and have to share valuable information or connections. It becomes especially necessary for business transactions that involve intermediaries such as brokers or agents. These middlemen often use this agreement to ensure they receive their due compensation for the role they play in facilitating a deal, deterring the other parties from bypassing them to eliminate service fees or commissions. 

Furthermore, businesses often resort to using a non circumvention agreement template when they wish to protect their confidential information, trade secrets, and other forms of intellectual property.


  • Disclosing party — This is the person, business, or entity sharing their confidential or proprietary information under the agreement. Typically, it involves the divulgence of important business data, contacts, or intellectual property. The disclosing party depends heavily on the non-circumvention clause sample to ensure that the other parties do not misuse or leverage this information either to their detriment or the advantage of another entity. Upon the agreement's satisfaction, the disclosing party could seek affirmation from the other parties that they haven't violated any terms, thus upholding trust and business ethics.

  • Receiving party — This refers to the individual, business, or other organization receiving confidential information from the disclosing party under the stipulations of the agreement. The receiving party is obligated to respect the terms of the non circumvent agreement, ensuring they use this valuable input in ways that have been pre-agreed upon and don't work around the established channels to gain self-benefit. They are expected to validate, upon the completion of the agreement, adherence to the prescribed protocol, fortifying the bonds of business integrity.

  • Intermediary — This is often a broker, agent, or a similar entity that orchestrates the connection between the disclosing and receiving parties. In transactional relations, where a non-circumvention agreement is employed, intermediaries play a significant role in organizing and facilitating the flow of information between the primary parties. It's the intermediary's role to ensure that no party circumvents the approved processes, safeguarding their own interests and commissions. The voucher of compliance from the intermediary ratifies that the terms of the non circumvent agreement sample have been strictly followed, which enhances trust and cooperation between all parties.

Key Terms

  1. Confidential Information: This refers to any proprietary data or knowledge that is not publicly known and has potential value for competitors.
  2. Permitted Use: This describes how a receiving party is allowed to utilize the confidential information shared.
  3. Non-Circumvention: The non-circumvention clause prevents party exemptions, ensuring nobody leverages the information shared to circumvent the agreed-upon intermediaries or transactions.
  4. Term / Duration: This stipulates how long the non-circumvention obligations last after the termination of your agreement.
  5. Remedies: This includes any punitive actions or compensations in response to a breach of the non-circumvention agreement.

How to Write a Non-Circumvention Agreement

A non-circumvention agreement is a vital legal tool designed to protect business entities from being bypassed or circumvented during business transactions. It bolsters the alignment between the parties involved and ensures that proprietary information, connections, or resources aren't used inappropriately. You have the option to either acquire a free non circumvention agreement template from reliable online platforms or engage with legal professionals to aid in the formulation. Such a document fosters trust and transparency among all parties, encouraging a healthier business environment and facilitating smoother operational processes.

Here's how to fill out a non circumvent agreement template, whether you are the disclosing party, the receiving party, or an intermediary:

Disclosing party
  1. Specify the details of all parties involved, including the legal names and contact information of the intermediary and receiving party.
  2. Define the nature of the confidential information being shared.
  3. Establish the obligations of the receiving party and intermediary to uphold the integrity of the shared information.
  4. Indicate the agreed-upon duration for which the non circumvention clause is effective.
Receiving party
  1. Provide a clear affirmation to honor the non circumvention agreement and keep the information received confidential.
  2. Lay out the permissible use of the disclosed information.
  3. Acknowledge the responsibility towards and the consequences of violating the terms of the sample non circumvention clause.
  4. Specify the mechanisms for dispute resolution in case any disagreement arises in regard to the terms or execution of the document.

For the intermediary:

  1. Confirm your intent to facilitate the transaction pressed upon by the non-circumvent agreement.
  2. Declare your duties and obligations in the handling of the information disclosed.

All parties need to meticulously review the non-circumvention clause and consider legal advice to protect their interests. It's critical to achieve prior agreement on critical aspects of the document, such as the permissible use of information or the duration of the agreement, to assure its seamless completion.

A non circumvention clause sample offers assurance to parties in a business relationship that their role and contributions are recognized, valued, and protected. By delineating the parties involved, the terms of the document, and potential remedies for non-compliance, a well-constructed agreement reinforces trust and cooperation in business relationships. Therefore, utilizing a well-drafted non-circumvention agreement template can help foster business collaborations while safeguarding each party's unique interests and contributions.