Free Non-Circumvention Non-Disclosure Agreement Template
Non-Circumvention Non-Disclosure Agreement
This Non-Circumvention Non-Disclosure Agreement ("Agreement") is made and entered into on January 1, 2050, by and between [Your Company Name], a corporation with its principal place of business at [Your Company Address], ("Disclosing Party"), and Lowell Quizon, an individual residing at Richmond, VA 23218 ("Receiving Party").
The purpose of this Agreement is to ensure that the parties respect each other's confidential information and prevent any circumvention of the business relationship for personal or third-party gain.
I. Definition of Confidential Information
"Confidential Information" refers to proprietary details shared between parties during business discussions, including, but not limited to:
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Trade secrets, patents, trademarks, copyrights, and related intellectual property
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Business strategies, marketing, and advertising plans
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Financial data, forecasts, and budget information
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Proprietary software, business methodologies, processes, and technical data
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Customer and supplier lists, agreements, and contacts
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Any other information the Disclosing Party considers confidential
Confidential Information does not include information that:
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Becomes publicly known without any breach of this Agreement
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Was independently developed or obtained by the Receiving Party
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Was disclosed by the Disclosing Party to a third party with no confidentiality obligations
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Is disclosed under the lawful order of a court or governmental authority
II. Non-Circumvention
The Receiving Party agrees that, for a period of five (5) years from the date of this Agreement, it will not directly or indirectly:
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Solicit, engage, or negotiate with any third party introduced or disclosed by the Disclosing Party for the purpose of establishing business relationships that would have been conducted under the Disclosing Party’s terms.
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Interfere with the business relationships or contractual obligations between the Disclosing Party and any third party disclosed or introduced.
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Engage in any activity that may deprive the Disclosing Party of its ability to profit from its contacts or business opportunities.
III. Non-Disclosure of Confidential Information
1. Duty to Maintain Confidentiality
The Receiving Party agrees to keep all Confidential Information disclosed to them strictly confidential and shall not use, disclose, or reproduce the Confidential Information for any purpose other than to evaluate the potential business relationship between the parties.
2. Exceptions
The Receiving Party may disclose the Confidential Information to their employees, contractors, or affiliates on a need-to-know basis, provided that such individuals are bound by confidentiality obligations that are no less stringent than those contained in this Agreement.
3. No Ownership Rights
All Confidential Information remains the property of the Disclosing Party, and nothing in this Agreement grants the Receiving Party any rights, title, or interest in the Confidential Information.
IV. Duration of Agreement
The confidentiality obligations set forth in this Agreement will remain in effect for five (5) years after the date of disclosure of the Confidential Information, or until such Confidential Information is no longer considered confidential by the Disclosing Party.
V. Return or Destruction of Confidential Information
Upon the conclusion of discussions, termination of the Agreement, or upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all Confidential Information, including any materials, documents, or copies containing such information.
VI. No License
This Agreement does not grant the Receiving Party any license, right, or permission to use the Confidential Information for any purpose other than evaluating a potential business relationship. The Receiving Party shall not attempt to reverse engineer, disassemble, or decompile any proprietary information shared.
VII. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the State of Virginia, without regard to its conflict of law principles. Any dispute arising out of or in connection with this Agreement shall be resolved through binding arbitration in Richmond, Virginia, in accordance with the rules of the American Arbitration Association.
VIII. Remedies for Breach
In the event of a breach of any provision of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief and/or any other remedies available under law or equity. The Receiving Party acknowledges that a breach of confidentiality or non-circumvention obligations would cause significant harm to the Disclosing Party, which could not be adequately compensated by monetary damages alone.
IX. Miscellaneous Provisions
1. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements or understandings, whether written or oral.
2. Amendment
Any amendments to this Agreement must be in writing and signed by both parties.
3. Severability
If any provision of this Agreement is deemed invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.
X. Execution of Agreement
Both parties hereby acknowledge and agree to the terms of this Non-Circumvention Non-Disclosure Agreement.
For the Disclosing Party:
Name: [Your Name]
Title: Chief Executive Officer
For the Receiving Party:
Name: Lowell Quizon
Title: Consultant
