What is a Non-Disclosure Non-Circumvention Agreement?
A Non-Disclosure Non-Circumvention Agreement (NDNCA) is a legal document that outlines the confidential information that will be shared between two or more parties. It also prohibits the parties from using or disclosing this information without the express written consent of the other party. The purpose of an NDNCA is to protect proprietary information and ensure that it is not used for competitive advantage.
Free Non Circumvention Agreement Template (US) – Better Proposals
Key Elements of a Non-Disclosure Non-Circumvention Agreement
An effective NDNCA should include the following key elements:
Parties to the Agreement
Clearly identify the names and addresses of all parties involved in the agreement.
Specify the legal entity that each party represents.
Definitions
Define any technical or industry-specific terms that may be used in the agreement to avoid misunderstandings.
Include definitions for terms such as “Confidential Information,” “Proprietary Information,” and “Disclosure.”
Scope of Confidential Information
Clearly outline the types of information that are covered by the agreement.
This may include, but is not limited to, trade secrets, business plans, marketing strategies, customer lists, and financial data.
Obligations of Confidentiality
Specify the parties’ obligations to maintain the confidentiality of the disclosed information.
This may include restrictions on the use, disclosure, and reproduction of the information.
Exceptions to Confidentiality
Identify any exceptions to the confidentiality obligation, such as information that is already publicly known or that is independently developed by a party.
Term and Termination
Specify the duration of the agreement, which may be a fixed term or indefinite.
Outline the circumstances under which the agreement may be terminated, such as a breach of the agreement or the expiration of the term.
Specify the governing law that will apply to the agreement.
Choose a jurisdiction for resolving any disputes that may arise.
Entire Agreement
Include a clause stating that the NDNCA constitutes the entire agreement between the parties and supersedes any prior or contemporaneous communications or agreements.
Survival
Specify which provisions of the agreement will survive termination, such as the confidentiality obligations and dispute resolution provisions.
Design Considerations for a Professional NDNCA
To create a professional and trustworthy NDNCA, consider the following design elements:
Clear and Concise Language: Use simple, clear language that is easy to understand. Avoid legal jargon or technical terms that may confuse the parties.
Consistent Formatting: Use consistent formatting throughout the document, including font size, line spacing, and margins.
Professional Layout: Choose a professional layout that is easy to read and navigate. Use headings, subheadings, and bullet points to organize the information.
Error-Free Content: Ensure that the document is free of errors, including grammatical mistakes, typos, and inconsistencies.
Legal Review: Have the NDNCA reviewed by an attorney to ensure that it is legally sound and protects your interests.
Additional Tips for Creating a Strong NDNCA
Negotiate Carefully: Be prepared to negotiate the terms of the NDNCA with the other party. Consider their needs and interests, and be willing to compromise where necessary.
Obtain Mutual Consent: Ensure that both parties have signed and dated the NDNCA to indicate their mutual agreement to the terms.
Update Regularly: Review the NDNCA periodically to ensure that it remains relevant and effective. If necessary, make updates to reflect changes in your business or industry.
By following these guidelines, you can create a professional and effective NDNCA that protects your confidential information and helps to build trust with your business partners.
