反迂回条款拟定要点和范本.pdf

Non-Circumvention Agreement A non-circumvention agreement, also referred to as a non-circumvent agreement, represents a legal document exchanged between two persons or two organizations who want to share some information that may be confidential for the purpose of entering into a business relationship, according US. This agreement blocks the parties from going directly to each other's supplier or customer with the intent to “bypass“ or circumvent the other party upon learning the name of each other's partners. Objective With this document, both parties promise to not divulge private information to others for a time period specified in the document, including names of corporate partners. Because the business deal may not take place, the content of the document must ensure that all parties will protect each other's secrets and respect each other's corporate alliances even in absence of a business transaction. Content The non-circumvention agreement stipulates the names and affiliations of the persons who plan to share information, the topic of the protected conversation, the purpose of exchanging the secrets and the length of time during which no one can break the confidentiality or circumvent the other party. Exception Because participants have expertise and contacts in the field that will be discussed, they may know some of the information already or have pre-established relationships with the other group's corporate partners. Therefore, the non-circumvention agreement specifies what the recipients may already grasp and have so that it is not counted as privileged information. EXAMPLE NON-CIRCUMVENTION, NON-DISCLOSURE AGREEMENT WHEREAS, the Undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentially with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce Convention (I.C.C. 500). WHEREAS, the Undersigned desire to enter into a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organisations (herein after referred to as “Affiliates“). NOW THEREFORE, in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows: 1. TERMS AND CONDITIONS A. The parties will not in any manner, solicit, nor accept any business in any manner from sources not their Affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source. B. The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sources only to named parties pursuant to the express written permission of this party, who made available the source. C. That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that the transaction codes established will not be affected. D. That they will not disclose names, addresses, Email address, telephone and telefax or telex numbers to any contacts by either party to third parties and that they each recognise such contracts as the exclusive property of the respective parties and that they will not enter into any direct negotiations or transactions with such contracts revealed by the other party. E. That they further undertake not to enter into business transaction with any entities, the names of which have been provided by one of the parties to this agreement, unless written permission has been obtained from the other, party(ies) to do so. For the sake of this agreement, it does not matter whether information obtained from a natural or a legal person. The parties also undertake not to make use of a third party to circumvent this clause. F. That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum earnings it should realise from such a transaction plus any and all expenses including but not limited to all legal costs and expenses incurred to recover the lost revenue. G. All consideration, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as agreed between the two parties to this agreement plus other parties to the mediation effected and specified in each case. H. This agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in, UK courts, or under Swiss law in Zurich, in the event。