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The NCND form, standing for Non-Circumvention and Non-Disclosure Agreement, is designed to protect the interests and confidentiality of parties involved in various business transactions, ensuring that introductions and business leads are respected and compensated among the parties. It outlines the obligations to prevent bypassing or revealing confidential information without specific written consent and guarantees that any business generated through the introductions will fairly compensate all involved parties. Interested in ensuring your business dealings are secure and equitable? Click the button below to fill out your NCND form today.

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Table of Contents

In today's interconnected business world, the importance of safeguarding business transactions, maintaining the confidentiality of sensitive information, and ensuring that all parties involved in a referral or introduction are fairly compensated cannot be overstated. The Irrevocable and Non-Cancelable Non-Circumvention and Non-Disclosure Agreement, commonly known as the NCND form, serves this critical function by laying down a legal framework where business entities agree not to circumvent each other in transactions, directly or indirectly, to respect the confidentiality of information shared, and to ensure that introductions leading to profitable transactions are recognized and compensated accordingly. This comprehensive agreement covers various aspects, including preventing the avoidance of payment of commissions or fees upon successful business transactions introduced by another party, the non-disclosure clause that bars sharing confidential information without explicit consent, additional agreements pertaining to the term, binding effect, legal jurisdiction, and conflict resolution through arbitration, among others. Its enforceability is underscored through agreed-upon mechanisms for addressing violations, including legal recourse that ensures the prevailing party is compensated for incurred legal expenses. Thus, this form not only secures business dealings but also fosters trust and cooperation among parties, ensuring that they engage fully, and transparently in mutual business activities, underscoring its significance in contemporary business practices.

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IRREVOCABLE AND NON-CANCELABLE

NON-CIRCUMVENTION

AND NON-DISCLOSURE AGREEMENT

WHEREAS, the undersigned parties anticipate entering into various business transactions either between themselves or between themselves and other third parties some or all of whom may have been introduced by one of the parties to the other(s), and

WHEREAS, the parties recognize the inherent value of an introduction or referral which results in a business transaction which is financially beneficial to one or both of the parties, and

WHEREAS, the parties wish to guarantee that all parties are fairly compensated for such introductions or referrals without which the said business transactions might not otherwise have been initiated or concluded,

NOW, THEREFORE, In consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned parties, intending to be legally bound, do hereby irrevocably agree as follows:

1.NOT TO CIRCUMVENT, AVOID OR BYPASS EACH OTHER DIRECTLY OR INDIRECTLY.

Neither party, shall deal with, contract with or otherwise conduct business with any individual or entity introduced by the other party without the prior knowledge and written permission of the introducing party.

2.NOT TO AVOID PAYMENT OF FEES OR COMMISSIONS IN ANY TRANSACTION WITH ANY ENTITY.

Neither party shall attempt to avoid payment of any fees or commissions due to the other party in connection with any transaction, including any project, loan, service renewal, extension, re- negotiation, contract, agreement, third party assignment, communication or conversation with any entity which transaction was initiated by or the result of an introduction of the entity by one party to the other.

If an introduction by one party to the other results in the successful conclusion of a business transaction with any individual, entity, company, firm, corporation, or other organization, and either party is not informed of or is unaware of the concluded transaction, the party concluding the transaction hereby agrees and guarantees to pay ANY AND ALL commissions and fees earned or received in connection with the transaction to the uninformed party.

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For purposes of this agreement, a person or entity shall be considered “introduced by” a signatory it if that person or entity is in a “chain” of contacts resulting from an original introduction by a Signatory.

For example: Signatory A (mortgage broker) introduces Signatory B (potential borrower) to Signatory C (potential lender, JV partner, investor, buyer, or other entity). C is unable to participate in the business transaction, but refers B to Third party X (2nd potential lender, JV partner, investor, buyer, or other entity) who enters into a transaction with Signatory B. Since Third Party X would not have been aware of or entered into the business transaction with B and/or C but for the original introduction by Signatory A, Third Party X shall be considered “introduced” by Signatory A and Signatory A shall be entitled to any and all fees or commissions specified under any contract between Signatories A and B or A and C.

3. NON-DISCLOSURE

Each party agrees not to disclose or otherwise reveal to any third party any confidential information provided by the other, particularly that concerning lenders, sellers, borrowers, buyers names, bank information, codes, references and/or any such information advised to the other as being confidential or privileged without the written consent of the other party. Each party agrees to keep confidential the names, addresses, telephone numbers, tax ID numbers, email addresses and fax numbers of any contacts introduced by the other party, unless prior written permission is given by the introducing party.

This agreement is expressly intended to cover negligent or inadvertent disclosure of confidential information, which are also considered violations of this agreement.

4.ADDITIONAL AGREEMENTS OF THE PARTIES.

a.The term of this Agreement shall be five (5) years from the date of its execution and is irrevocable and non-cancelable during that time. It shall apply to any and all transactions between the signing parties themselves or between a signing party and a non-signing third party resulting from an introduction by one signing party to the other signing party, regardless of the success of any specific transaction or project. The parties agree that the identities of third parties who are introduced under this agreement are and shall forever remain, the proprietary asset of the introducing party.

b.This agreement shall be binding on the parties, their successors and assigns, including any business entity in which a party has an ownership interest and shall include any proprietorship, company, firm, corporation, LLC, partnership or other business entity of which the party is an employee, member, officer, partner, or agent.

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cAll moneys due and owing from any client transaction undertaken by both parties will be irrevocably and unconditionally guaranteed to be paid without legal impediment upon request.

d.Should a violation, disagreement or dispute occur between the parties arising out of, or connected with this agreement, which cannot be adjusted by and between the parties involved, the disputed disagreement shall be submitted to the American Arbitration Association located in Denver, Colorado and all parties agree to abide by the decision of the referees of said Association. Judgment, upon award, may be entered in any court having jurisdiction thereof.

Notwithstanding the above, both parties agree to fully disclose and inform one another on a current and ongoing basis of all discussions, negotiations and transactions which are under consideration or discussion with any party which is a subject of this agreement. If a party requests updated information by email or telephone regarding the status of a transaction contemplated herein and the other party does not respond within 24 hours of the request, and the requesting party has reasonable grounds to believe that the lack of response is intentional, then the requesting party, at his or her discretion, may take immediate and appropriate legal action to protect such party’s interests under this agreement. Any party who intentionally fails to respond in a timely manner to a request for an information update under this provision hereby waives any claim for damages against the requesting party if any transaction subject hereto is delayed or not concluded as a result of legal action taken by the requesting party under this provision.

e.In the event of any conflict between the terms of this Agreement and any Loan Authorization Agreement, the terms of the Loan Authorization Agreement shall prevail.

f.In the event that either of the parties resorts to legal action against the other, the prevailing party shall be entitled to reimbursement from the other party for all reasonable attorney fees and other costs incurred in such action.

g.This agreement shall be construed and enforced in accordance with the applicable laws and regulations of the State of Colorado.

h.In the event any one or more of the provisions of this agreement shall, for any reason, be held to be invalid, illegal, or unenforceable, the remainder of this agreement shall not be affected thereby.

i.This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes all prior negotiations and proposed agreements, written, or oral. Neither of the parties may alter, amend, nor, modify this agreement except by an instrument in writing signed by both parties, or their duly authorized representatives.

j.Additionally, the parties agree that this instrument may be negotiated via telefax/facsimile/fax transmission, and the respective parties accept the signatures by fax as though they were original.

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BY OUR SIGNATURES WE CONFIRM WE HAVE FULL AUTHORITY TO EXECUTE THIS AGREEMENT AND OBLIGATE ALL ASSOCIATED COMPANIES, FIRMS, CORPORATIONS, PARTNERSHIPS, ORGANIZATIONS, INDIVIDUALS AND/OR ENTITIES CONTEMPLATED HEREIN, WHETHER SPECIFICALLY NAMED OR NOT.

Signature

Dated: ____________

Please Print Name

Company Name (Please print or type)

Dated:

Robert E. Larson, President

Janus Mortgage, Inc

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Form Breakdown

Fact	Description
Scope and Purpose	The NCND (Non-Circumvention and Non-Disclosure) agreement is designed to prevent the parties from bypassing each other in business transactions and to protect confidential information shared between the parties regarding business opportunities.
Term of Agreement	The agreement is irrevocable and non-cancelable for a duration of five years from the date of execution.
Protection of Introduced Contacts	Individuals or entities introduced by one party to another in the course of business are considered proprietary assets of the introducing party, under this agreement.
Binding Nature	The agreement binds not only the signing parties but also their successors, assigns, and any business entities in which they have an ownership interest.
Dispute Resolution	Disputes arising from this agreement are to be submitted to the American Arbitration Association located in Denver, Colorado, for resolution.
Governing Law	This agreement is governed and construed in accordance with the laws and regulations of the State of Colorado.
Integration Clause	The agreement contains the entire understanding of the parties regarding its subject matter and supersedes all prior negotiations and proposed agreements, whether written or oral.

Guidelines on Filling in Ncnd

Once the NCND (Non-Circumvention and Non-Disclosure) form is prepared for completion, it’s crucial to fill it out with accuracy and attention to detail. This form is a binding agreement that ensures all parties involved in potential business transactions are respected in terms of referrals and information confidentiality. Following the correct steps to complete this form ensures that you fully understand and agree to its terms, and that any introductions or shared confidential information are protected. Here are the detailed steps to correctly fill out the NCND form:

Review the entire document carefully to ensure understanding of all the terms and conditions outlined in the agreement.
On the first page, where the agreement states “BY OUR SIGNATURES WE CONFIRM…,” enter the date of signing in the space provided next to the word “Dated:”.
Under "Please Print Name," clearly print the name of the individual who will be signing the agreement.
Next to "Company Name (Please print or type)," enter the legal name of the business or entity that the signatory represents.
Ensure that the person with the authority to bind the company or entity signs their name under the "Signature" section. This acknowledges their comprehension and agreement to the terms.
Repeat these steps for any additional parties who are part of this agreement. Remember, each party must sign and date the document for it to be valid.
Review the document one more time to ensure all information is accurate and that no sections have been inadvertently skipped or filled out incorrectly.
Finally, distribute copies of the signed agreement to all parties involved and retain a copy for your records.

After completing and signing the NCND form, the next step involves adhering to the agreement terms, including refraining from circumventing or disclosing confidential information. The form’s completion marks the beginning of a formally recognized collaboration or business relationship, where all interactions and transactions must align with the stipulated conditions. It’s advisable to regularly consult this document to ensure compliance with the terms agreed upon, thereby protecting the interests of all parties and fostering a trustworthy business environment.

Learn More on Ncnd

What exactly is an NCND form?

An NCND form stands for Non-Circumvention, Non-Disclosure Agreement. It is a legal contract that ensures the parties involved in a business transaction do not bypass each other or disclose confidential information to third parties without permission. This agreement is crucial when multiple parties are involved in the introduction and execution of business transactions, guaranteeing that those who facilitate connections or provide valuable referrals are fairly compensated for their contributions.

How long is the term of an NCND agreement?

The term of an NCND agreement is typically set for five years from the date it is executed, during which it is irrevocable and non-cancelable. This term ensures that the protection and obligations under the contract extend over a substantial period, covering all transactions made between the signatories themselves or with any third party introduced by one signatory to another during this time frame. This duration is intended to provide a stable and predictable legal framework within which the parties can conduct their business transactions.

Who is bound by an NCND agreement?

An NCND agreement binds not only the signatory parties but also their successors, assigns, and any business entity in which a party has an ownership interest. This includes, but is not limited to, proprietorships, companies, firms, corporations, LLCs, partnerships, or other business entities where the party is an employee, member, office, partner, or agent. This expansive coverage ensures that the agreement's terms are upheld regardless of changes in the party's business structure or ownership.

What happens if there is a dispute or violation of the NCND agreement?

In the event of a disagreement, dispute, or violation of the terms of the NCND agreement that cannot be resolved amicably between the parties involved, the matter is to be submitted to the American Arbitration Association located in Denver, Colorado. All parties agree to abide by the decisions made by the arbitration panel. Should one party prevail in such legal or arbitration proceedings, they are entitled to reimbursement from the other party for all reasonable attorney fees and other costs incurred. This provision ensures that disputes are settled in a manner that is fair and binding, with an emphasis on maintaining the integrity and enforcement of the agreement.

Common mistakes

When filling out the Non-Circumvention and Non-Disclosure (NCND) form, individuals often overlook or misinterpret key elements. This oversight can lead to a range of issues, potentially affecting the validity of the agreement and the protection it provides. Below are seven common mistakes people make when completing the NCND form:

Not reading the entire agreement carefully: It's essential to thoroughly understand every clause and section of the NCND form. Skipping parts or not fully comprehending the content can lead to breaches of agreement due to ignorance.
Incorrect or incomplete information: Failing to provide all necessary details or providing incorrect information about the parties involved can render the agreement ineffective. Every field must be accurately completed.
Omitting signatures: The NCND agreement requires the signatures of all parties involved. Missing signatures mean the agreement is not legally binding.
Not specifying the term clearly: The duration of the agreement must be clearly stated. Vagueness regarding the term can lead to disputes and complications in the future.
Misunderstanding the scope of the agreement: Individuals often misinterpret the extent to which the NCND protects their interests or imposes restrictions on their actions. Clarification with a legal professional can prevent this mistake.
Failure to acknowledge the binding nature: The document clearly states that the agreement is irrevocable and non-cancelable for its duration. Overlooking this fact can lead to premature attempts to end or modify the agreement.
Not considering state laws: The agreement is governed by the laws of Colorado. Parties sometimes neglect to consider how these laws interact with the agreement's stipulations or with the laws of their own state.

Addressing these common errors before finalizing the NCND agreement can safeguard the interests of all parties involved and ensure the agreement serves its intended purpose efficiently and effectively.

Documents used along the form

When working with the NCND (Non-Circumvention and Non-Disclosure) Agreement, various other documents often play critical roles in ensuring all parties' security and interests are safeguarded throughout a business transaction. These documents complement the NCND by covering additional aspects of the business dealings, making them indispensable in many scenarios.

Confidentiality Agreement: Similar to the NCND, this agreement ensures that any shared information remains confidential between the involved parties. It's crucial for protecting trade secrets and other sensitive business information.
Memorandum of Understanding (MoU): An MoU outlines the intentions of the parties to engage in a business transaction or partnership. It serves as a precursor to a formal agreement, laying the groundwork for future dealings.
Partnership Agreement: This document is used when two or more parties agree to go into business together. It details the terms of the partnership, including profit sharing, roles, and responsibilities.
Business Plan: Often accompanied by an NCND, a business plan outlines a company's strategy for achieving its goals. It's pivotal when discussing potential partnerships or investments.
Letter of Intent (LOI): The LOI indicates a party's intention to enter into a transaction and outlines the transaction's primary terms. It's a step towards a binding agreement.
Due Diligence Reports: These reports are essential for evaluating the feasibility and risks associated with a business transaction, including legal, financial, and operational assessments.
Joint Venture Agreement: For parties considering creating a joint venture, this agreement details the venture's structure, governance, and operational guidelines.
Exclusivity Agreement: It ensures that the parties do not negotiate with others concerning the subject matter of the negotiations for a specified period.
Financial Statements and Projections: These provide a snapshot of a business's financial health and future outlook, critical for assessing the value and potential of a business transaction.

In addition to the NCND, the use of these documents can significantly mitigate risks, clarify expectations, and establish a clear framework for all parties involved in a transaction. Each document serves its unique function, making it easier for parties to navigate the complexities of business agreements while ensuring full transparency and understanding.

Similar forms

The Confidentiality Agreement (CA) closely resembles the NCND form in that it mandates parties not to share proprietary or sensitive information received during the course of doing business. Both agreements protect the exchange of confidential material, ensuring that it isn't disclosed without authorization.
Non-Compete Agreement (NCA) shares commonalities with the NCND, particularly in the aspects of restricting parties' actions to ensure fair business practices. While the NCND focuses on non-circumvention and non-disclosure, the NCA prevents a party from entering into or starting a similar profession or trade in competition against another party.
The Business Sale Non-Disclosure Agreement is designed for situations where business owners are in discussions about selling their business. Similar to the NCND, it ensures that the potential buyer does not circumvent the seller to deal directly with clients, suppliers, or other contacts introduced during the sale process, and that confidential information exchanged during negotiations is not disclosed.
A Broker Agreement, especially in real estate or financial sectors, often contains clauses that mirror those found in the NCND. These clauses aim to protect the broker's interests by ensuring they receive their due commission for any introductions or deals facilitated on behalf of their clients, thus preventing circumvention.
Partnering Agreement between two parties seeking to collaborate on a project often includes terms similar to those in the NCND form. These terms are set to protect any sensitive information shared between parties and ensure that any leads or contacts shared for the purpose of the partnership are not used unethically to bypass the partnership.

Dos and Don'ts

When dealing with the Non-Circumvention and Non-Disclosure Agreement (NCND), understanding the do's and don'ts is crucial for all parties involved. This guide ensures that individuals and organizations navigate the complexities of such agreements with care, honoring the intended legal and ethical boundaries set forth. Here are essential tips to consider:

Do:

Read the entire agreement carefully before signing to ensure you understand all terms and conditions.
Ensure all parties have the authority to sign the agreement, binding their respective companies or entities.
Use clear and precise language when filling out the form to prevent any potential misunderstandings or ambiguities.
Keep a copy of the agreement for your records once it is signed by all parties.
Adhere strictly to the confidentiality terms outlined in the agreement to protect sensitive information.

Don't:

Sign the agreement without a complete understanding of its implications for you and your company.
Forget to verify the identities and authority of the other signatories to ensure they are legally capable of entering into the agreement.
Disclose confidential information without prior written consent from the other party, as defined by the agreement.
Attempt to circumvent the agreement by seeking undisclosed loopholes which could lead to legal disputes or financial losses.
Ignore the procedures set out for resolving disputes or disagreements that may arise under the terms of the agreement.

Taking these steps seriously when filling out the NCND form will help ensure that all parties maintain a trusting and legally compliant relationship throughout their business dealings.

Misconceptions

There are several misconceptions about the Non-Circumvention and Non-Disclosure Agreement (NCND) that need to be clarified for better understanding and usage:

Only for International Transactions: A common misconception is that NCND agreements are only relevant in international business transactions. However, they are equally applicable and valuable in domestic business dealings where the introduction and information confidentiality play a crucial role.
Legally Non-Binding: Contrary to what some may believe, an NCND agreement is legally binding if properly executed and contains all elements required to form a valid contract. Parties are obligated to adhere to its terms, including non-disclosure and non-circumvention clauses.
Only Benefits One Party: Both parties can benefit from an NCND, not just the introducing party. It ensures that the introducer is compensated for their referral, and the recipient is respected in their dealings, creating a mutual benefit.
Short-Term Agreement: Some people mistakenly think NCNDs are only for short-term projects. The standard term is often five years, securing protections for a significant period post-execution.
Verbal Agreements Suffice: A verbal NCND agreement might not offer the enforceability or protection that a written and duly signed agreement does. Written agreements are crucial for clarity and legal enforcement.
Not Necessary if Trust Exists: Even if there is a strong trust between parties, an NCND is advisable. It provides a legal framework that clarifies expectations and protects interests, important in any business relationship regardless of trust levels.
Only for Large Transactions: It’s a misconception that NCND agreements are only for large business transactions. They can be utilized for any size of transaction where introductions to third parties are made.
Irrelevant in Digital Communication: With the rise of digital communication, NCNDs remain highly relevant as they protect against unauthorized sharing of confidential information online or through other electronic means.
Arbitration Not Mandatory: While NCNDs often include arbitration clauses for dispute resolution, parties might perceive arbitration as optional. However, if the agreement specifies arbitration, it's a contractual obligation for resolving disputes.
No Need for Legal Counsel: Some parties might enter an NCND agreement without consulting legal counsel, relying on template forms. Seeking legal advice ensures the agreement is tailored to the specific transaction and legally sound.

By addressing these misconceptions, parties can better understand the importance and effective use of NCND agreements in safeguarding business interests and fostering healthy professional relationships.

Key takeaways

Understanding the intricacies of the Non-Circumvention, Non-Disclosure (NCND) Agreement is crucial for professionals engaging in business transactions. Below are key takeaways to ensure clarity and compliance.

Protection of Business Interests: The primary function of the NCND form is to protect the interests of all parties involved in a transaction. It ensures that introducers of business opportunities are fairly compensated, preventing circumvention.
Irrevocability and Duration: Once signed, the agreement is irrevocable and non-cancelable for a five-year term, underscoring the seriousness and long-term commitment expected from the parties.
Scope of Application: The agreement covers all transactions between the signatories and between a signatory and a third party introduced by another signatory. This includes direct and indirect introductions within a chain of contacts, emphasizing the breadth of its coverage.
Confidentiality is Key: Parties agree to maintain confidentiality regarding sensitive information exchanged during the course of business dealings. This clause is essential for maintaining trust and integrity amongst parties.
Dispute Resolution: In case of disagreements or disputes, the NCND agreement specifies that such matters will be resolved through arbitration by the American Arbitration Association. This provision ensures an orderly and neutral process for addressing conflicts.
Legal and Financial Responsibilities: In the event of legal disputes, the prevailing party is entitled to reimbursement for reasonable attorney fees and costs. Additionally, all monetary transactions between the parties are guaranteed, underlining the financial obligations entailed.
Reverence for Written Amendments: Any alterations or modifications to the agreement must be made in writing and signed by both parties or their authorized representatives, ensuring that any changes are mutually agreed upon and legally binding.

This summary provides a foundational understanding of the NCND agreement's components, promoting a diligent approach towards its implementation in business dealings. Ensuring compliance with its terms not only fortifies business relationships but also upholds the integrity of the transaction process.

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