Table of Contents
The Non-Circumvention and Non-Disclosure (NCND) form serves as a crucial legal instrument for parties engaged in business transactions, particularly when introductions between entities are involved. This agreement aims to protect the interests of all parties by ensuring that introductions lead to fair compensation and that confidential information remains secure. The NCND form prohibits any party from circumventing or bypassing the other when dealing with individuals or entities introduced during the course of their business relationship. It also emphasizes the obligation to pay any fees or commissions arising from transactions initiated through these introductions. Additionally, the form outlines stringent confidentiality requirements, preventing the disclosure of sensitive information without explicit consent. The agreement is designed to be irrevocable and non-cancelable for a period of five years, binding not only the signatories but also their successors and assigns. Disputes arising from the agreement are to be resolved through arbitration, underscoring the importance of maintaining a structured approach to conflict resolution. Overall, the NCND form is a comprehensive framework that fosters trust and accountability among parties, facilitating smoother business operations while safeguarding proprietary information.
Document Specifics
| Fact Name | Details |
|---|---|
| Purpose | The NCND form is designed to protect parties from circumvention and unauthorized disclosure in business transactions. |
| Irrevocability | This agreement is irrevocable and non-cancelable for a term of five years from the date of execution. |
| Confidentiality | Parties must not disclose confidential information about each other or introduced contacts without written consent. |
| Chain of Introductions | A person or entity is considered "introduced by" a signatory if they are part of a chain of contacts initiated by that signatory. |
| Fees and Commissions | Parties must not avoid payment of fees or commissions arising from transactions initiated by introductions. |
| Dispute Resolution | Disputes are to be submitted to the American Arbitration Association in Denver, Colorado. |
| Governing Law | The agreement is governed by the laws of the State of Colorado. |
| Successors and Assigns | The agreement binds successors and assigns, including any business entities in which a party has an interest. |
| Entire Agreement | This document supersedes all prior agreements and cannot be modified except in writing signed by both parties. |
| Execution Authority | Signatories confirm they have full authority to execute the agreement on behalf of their respective entities. |
Similar forms
The Non-Circumvention and Non-Disclosure (NCND) form is a crucial document in business transactions, ensuring that parties protect their interests and maintain confidentiality. Several other documents serve similar purposes, each with its unique focus and nuances. Here are six documents that share similarities with the NCND form:
- Non-Disclosure Agreement (NDA): Like the NCND, an NDA aims to protect sensitive information shared between parties. It prohibits the disclosure of confidential information to third parties, ensuring that proprietary knowledge remains secure.
- Ohio Bill of Sale Form: For a secure transfer of ownership, see our detailed Ohio bill of sale form guidelines to ensure all necessary documentation is accurately completed.
- Non-Circumvention Agreement: This document specifically focuses on preventing one party from bypassing another to engage directly with a third party. While the NCND combines both non-circumvention and non-disclosure elements, this agreement zeroes in on the circumvention aspect alone.
- Confidentiality Agreement: Similar to an NDA, a confidentiality agreement establishes the terms under which sensitive information can be shared. It emphasizes the importance of keeping information private, much like the confidentiality provisions in the NCND.
- Broker Agreement: This document outlines the relationship between a broker and their client, including terms of compensation and responsibilities. While it may not address confidentiality in detail, it often includes non-circumvention clauses to protect the broker's interests, akin to the NCND's provisions.
- Joint Venture Agreement: When two or more parties collaborate on a project, a joint venture agreement governs their relationship. It often includes clauses that protect each party's interests and may incorporate non-circumvention and non-disclosure elements similar to those found in the NCND.
- Partnership Agreement: This document outlines the terms of a partnership, including profit-sharing, responsibilities, and confidentiality. It may contain non-circumvention provisions to ensure that partners do not engage with each other's contacts without permission, reflecting the spirit of the NCND.
Ncnd Example
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IRREVOCABLE AND
AND
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.
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
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
Understanding Ncnd
What is the purpose of the NCND form?
The NCND form, or Non-Circumvention and Non-Disclosure Agreement, is designed to protect the interests of parties involved in business transactions. It ensures that introductions made between parties are respected and that any confidential information shared remains private. By signing this agreement, parties commit to not bypass each other in business dealings and to compensate each other for any successful transactions that arise from their introductions.
How long does the NCND agreement last?
The NCND agreement is effective for a period of five years from the date it is signed. During this time, it remains irrevocable and non-cancelable. This duration applies to all transactions that occur between the parties, whether they involve just the signing parties or extend to third parties introduced by them.
What happens if one party violates the NCND agreement?
If a party violates the terms of the NCND agreement, the other party has the right to take legal action. The agreement stipulates that any disputes that cannot be resolved amicably should be submitted to the American Arbitration Association in Denver, Colorado. The decision made by the arbitrators will be binding, and the prevailing party may recover reasonable attorney fees and costs incurred in the process.
Are there any exceptions to the confidentiality clause?
What constitutes an introduction under the NCND agreement?
An introduction is defined as a connection made between individuals or entities that leads to a potential business transaction. For instance, if one party introduces another to a potential lender, that lender is considered "introduced" by the first party. This definition extends to any subsequent referrals that arise from the initial introduction, ensuring that the introducing party retains rights to any commissions or fees resulting from those connections.
Can the NCND agreement be modified?
Yes, the NCND agreement can be modified, but only through a written instrument signed by both parties. Any changes must be documented to ensure that both parties are in agreement regarding the modifications. Verbal agreements or informal changes will not be recognized as valid alterations to the contract.
What should parties do if they need an update on a transaction?
Parties are encouraged to maintain open communication regarding any transactions that fall under the NCND agreement. If one party requests an update and does not receive a response within 24 hours, they may consider taking legal action to protect their interests. The agreement emphasizes the importance of timely communication to avoid misunderstandings or delays in transactions.
Is the NCND agreement enforceable in other states?
The NCND agreement is governed by the laws of the State of Colorado. While it is enforceable in Colorado, its applicability in other states may depend on local laws and regulations. It is advisable for parties to consult legal counsel if they plan to operate in jurisdictions outside of Colorado to understand how the agreement may be enforced there.
What happens if a provision of the NCND agreement is found to be invalid?
If any provision of the NCND agreement is deemed invalid, illegal, or unenforceable, the remaining provisions will still be effective. This means that the overall integrity of the agreement is maintained, and only the specific problematic clause will be affected. Parties can continue to rely on the valid portions of the agreement.
Dos and Don'ts
When filling out the NCND form, it is essential to approach the process with care and attention to detail. Here are seven important dos and don’ts to keep in mind:
- Do read the entire agreement thoroughly before signing.
- Do ensure that all parties involved are clearly identified in the document.
- Do keep a copy of the signed agreement for your records.
- Do seek legal advice if you have any questions or concerns about the terms.
- Don't leave any sections blank; fill in all required fields completely.
- Don't ignore the confidentiality clauses; take them seriously to protect sensitive information.
- Don't rush the process; take your time to ensure accuracy and understanding.
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