Quote from chief_editor on January 16, 2026, 7:09 am

NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT

This Non-Circumvention and Non-Disclosure Agreement (“Agreement”) is entered into as of [Date]

by and among:

Party A
Legal Name: __________________________
Registered Address: __________________

Party B
Legal Name: __________________________
Registered Address: __________________

and

Intermediary / Introducer
Legal Name: __________________________
Registered Address: __________________

(each a “Party” and collectively the “Parties”).

1. Purpose and Scope

The Parties wish to engage in discussions regarding a potential commercial transaction, cooperation, or business opportunity involving the purchase, sale, supply, or financing of goods or services (the “Transaction”).

In connection with the Transaction, the Intermediary may introduce one Party to another and disclose certain confidential and proprietary information. This Agreement defines the obligations of the Parties with respect to confidentiality and non-circumvention.

2. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed directly or indirectly by any Party, whether in written, oral, electronic, or other form, including but not limited to:

a) identities and contact details of buyers, sellers, suppliers, end-users, or financiers;
b) pricing, commissions, margins, or fee structures;
c) transaction terms, quantities, delivery schedules, and commercial arrangements;
d) technical, financial, operational, or logistical information;
e) any analyses, summaries, or derivative information prepared based on the above.

3. Confidentiality Obligations

Each Receiving Party agrees to:

a) keep all Confidential Information strictly confidential;
b) use the Confidential Information solely for evaluating or executing the Transaction;
c) not disclose such information to any third party without prior written consent of the Disclosing Party, except to professional advisers bound by confidentiality obligations;
d) take reasonable measures to protect the Confidential Information from unauthorized use or disclosure.

4. Non-Circumvention

The Parties agree that, for the term of this Agreement, they shall not, directly or indirectly, circumvent, bypass, avoid, or attempt to circumvent the Intermediary by entering into any transaction with a counterparty introduced by the Intermediary without the Intermediary’s prior written consent.

Circumvention includes, but is not limited to, direct or indirect contact, negotiation, contracting, or execution of a transaction that excludes the Intermediary from participation where such participation was contemplated.

5. Commission and Commercial Understanding

Where applicable, the Parties acknowledge that the Intermediary may be entitled to a commission, fee, or other form of compensation in connection with the Transaction. The specific amount, calculation method, and payment terms shall be agreed separately in writing and are not defined by this Agreement unless expressly stated.

6. Term and Survival

This Agreement shall commence on the Effective Date and remain in force for a period of [two (2) to five (5)] years, unless terminated earlier by written agreement of the Parties.

The obligations relating to confidentiality and non-circumvention shall survive the expiration or termination of this Agreement for the same period.

7. Exclusions

The obligations under this Agreement shall not apply to information that:

a) is or becomes publicly available through no breach of this Agreement;
b) was lawfully known by the Receiving Party prior to disclosure;
c) is independently developed without reference to the Confidential Information;
d) is required to be disclosed by law or regulation, provided that reasonable notice is given where legally permitted.

8. No Obligation to Conclude Transaction

Nothing in this Agreement shall obligate any Party to enter into the Transaction or any further agreement. Each Party retains the right to discontinue discussions at any time.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive or non-exclusive jurisdiction of the courts of [Jurisdiction], as agreed by the Parties.

10. Entire Agreement and Amendments

This Agreement constitutes the entire understanding between the Parties with respect to confidentiality and non-circumvention and supersedes all prior discussions or agreements relating thereto. Any amendment must be made in writing and signed by all Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Party A

Signature: _______________________
Name: __________________________
Title: __________________________
Date: __________________________

Party B

Signature: _______________________
Name: __________________________
Title: __________________________
Date: __________________________

Intermediary / Introducer

Signature: _______________________
Name: __________________________
Title: __________________________
Date: __________________________

Practical Notes

In international trade, NCNDA clauses may face enforceability challenges depending on jurisdiction and factual circumstances. This document should be viewed as a preliminary protective framework rather than a substitute for comprehensive transaction structuring or legal advice.