What is an NCNDA? Please explain a Non Circumvention and Non Disclosure working Agreement.?

Is this contract similar to a Sales Agent Agreement? What is an example of where it would be used? Why would an NCNDA be used in place of a Sales Agent Contract? Would there ever be a need for both? Please explain the concept in layman terms. Also - list any resources on NCNDA templates or resources.


2 Answers

  • An NCNDA is a complex legal agreement to protect the interests of an inventor for disclosing his designs/workplans to a potential investor and prevent the latter from copying it or peddle it to a third source. The heart of that agreement sounds something like this, Sorry for all the legalese, but that's what it takes to properly protect your rights in court:

    1. The "parties" intending to be legally bound, hereby irrevocably, agree, and guarantee each other they shall not, directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass, or obviate each others interest, or the interest or relationship between the "parties" with producers, sellers, buyers, brokers, dealers distributors, refiners, shippers, financial institutions, technology owners, or manufacturers, to change, increase, or a void directly or indirectly payment of established or to be established fees, commissions, or continuance of pre-established relationship or intervene in un-contracted relationship with manufacturers or technology owners with intermediaries entrepreneurs, legal counsel, or initiate buy/sell relationships, or transactional relationships that by-pass one of the "parties" with any corporation, producer, technology owner, partnership, or individual revealed or introduced by one of the "parties'" to one another in connection with any on-going or future "transaction" or "project".

    2. Furthermore, the "parties" irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly, to any third party, any confidential information provided by one party to the other, or otherwise acquired, particularly, contract terms, relevant information, or manufacturing processes, prices, fees, financing provided by one party to the other, or otherwise acquired, particularly, contract terms, product information, or manufacturing processes, prices, fees, financing

    arrangements, schedules, or information concerning the identity of sellers, producers, buyers,

    lenders, borrower brokers, lenders, distributors, refiners, manufacturers, technology owners, or the

    representatives, and specific individual names, add addresses, principals, fax/telephone numbers,

    references, product or technology information, confidential or and/or other information, advised by

    one "party" (s) to another as being privileged, without the prior specific written consent of the

    "party" (s) providing such information.




  • Define Circumvention

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