Confidentiality and Non-Circumvent Agreement Template Sample Lawyer

A confidentiality agreement ensure the parties to an agreement maintain the parties’ confidential terms and agreement. A non-circumvention agreement (or non-circumvent agreement) is to prevent one or more parties from being passed over in the business transaction, leaving a party without being compensated for their services, labor, or involvement. A apprehensive or nervour party may insist on a non-circumvention agreement with the parties have no prior business relationship; there is little trust between the parties or both.

Confidentiality and Non-Circumvent Agreement

This Confidentiality Agreement is between the Recipient named below and [company name] regarding a business relationship between the aforementioned parties.

Confidential Information
In order for the Recipient to enter into a [type of business transaction] with the Disclosing Party, they will be privy to certain confidential information. This may be proprietary information, non-public, and confidential information about client lists, operations, assets, and business information.As a condition of the [type of business transaction], the Recipient agrees to cooperate with the provisions this Agreement makes with regards to sensitive information. They also agree not to act in ways that are prohibited by this Agreement.

• Information that is or will become available to the public in ways other than a breach of the terms of this Agreement.
• Information that is independently discovered by the Recipient that is unrelated to the Confidential Information.
• Information disclosed to the Recipient on a non-confidential basis by a third-party.
• Information that is required to be disclosed by regulations or laws.

The Recipient will not allow any Confidential Information to be delivered, transmitted, or available to any other persons by any means. This includes monitoring how Confidential information is stored electronically, or otherwise, secured, transmitted, distributed, delivered, published, or accessed. All Confidential Information must be stored securely and safeguarded to avoid purposeful or accidental disclosure. Where reasonably possible, the Confidential Information must be stored virus-free.

The Recipient is responsible for ensuring that the Confidential Information is not negligently or knowingly stolen or used through any manner by the Representatives or Recipient for any benefit of their own or others without the express permission of the Disclosing Party.

• Engage in or pursue any transaction involving the Potential Transaction.
• Directly or indirectly contact any parties of interest relating to the Disclosing Party and their business or pursue an introduction to such parties.

The Recipient agrees that all communications, discussion of procedures, and requests for information will be directed to the Disclosing Party, not any other party.

The Recipient agrees that Confidential Information will not be used to the detriment of the Disclosing Party at any point. The Confidential Information will solely be used to evaluate the Potential Transaction. For all transactions with parties-in-interest relating to the Potential Transaction, the Disclosing Party will be present.

1. Represents the complete understanding and agreement of all the parties with respect to the matters included in the Agreement.
2. May only be amended, waived, or modified by a separate written agreement executed mutually by the Disclosing Party and the Recipient. No delay or failure by the Disclosing Party should operate as a waiver of any kind.

This Agreement is executed and delivered in front of a witness. It is delivered and executed as of the date below.

Date: __________________
RECIPIENT:
By: __________________________
Name: __________________________
Title: __________________________