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The Non-Circumvention and Non-Disclosure (NCND) form serves a critical function in the realm of business transactions where introductions between parties can lead to lucrative opportunities. This agreement underscores the importance of safeguarding the relationships established among parties involved in various business dealings. The NCND form creates a binding commitment to ensure that one party does not bypass the other when dealing with entities they have been introduced to. It specifies that any referral or introduction that results in a business transaction should fairly compensate the party responsible for that introduction. Additionally, it emphasizes the confidentiality of shared information, prohibiting disclosure without consent, thus protecting sensitive business data such as contact information and transaction details. The terms of the agreement span a duration of five years and include provisions for the resolution of disputes through arbitration, reinforcing a structured approach to managing potential conflicts. In an environment where business relations can be fragile yet profitable, the NCND form is designed to establish trust and accountability among parties, ensuring that valuable introductions are preserved and respected.

Ncnd Example

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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 Characteristics

Fact Name Fact Detail
Purpose The NCND form is designed to protect the interests of parties involved in business transactions by preventing circumvention and unauthorized disclosure of business introductions.
Duration This agreement lasts for five years and cannot be canceled during that period.
Introduction Definition A party is considered "introduced by" another if there is a direct chain of contacts from the original introduction.
Non-Disclosure Agreement Each party agrees to keep any confidential information from being disclosed to third parties without the other's written consent.
Binding Nature The agreement is binding on all parties, including their successors and any business entities they are involved with.
Governing Law The agreement is governed by the laws of the State of Colorado.
Legal Remedies If a dispute arises, it will be resolved through the American Arbitration Association in Denver, Colorado.

Guidelines on Utilizing Ncnd

Filling out the Non-Circumvention and Non-Disclosure (NCND) form is an important task that requires attention to detail. Once completed, this agreement can help protect your interests in business transactions by ensuring confidentiality and preventing unauthorized dealings. Here’s how to fill out the form step by step:

  1. Read the Entire Document: Before filling out any information, take the time to read the entire NCND Agreement to understand its terms and implications.
  2. Provide Your Signature: Locate the signature field at the end of the document. This is where you will sign to confirm your agreement to the terms.
  3. Date Your Signature: Just next to your signature, write the date when you signed the agreement. This helps establish the start date of the agreement.
  4. Print Your Name: Clearly print your name in the designated space provided below your signature. This identifies you as one of the parties in the agreement.
  5. Input Your Company Name: If applicable, fill in your company name in the space provided. Ensure the name you provide is accurate and matches any legal documents.
  6. Review for Accuracy: Double-check all entered information for accuracy, ensuring that your name, company name, and date are correct.
  7. Distribute Copies: Once completed, make copies of the signed document for yourself and the other party involved. Keep these copies in a secure location.

Having successfully filled out the NCND form, it’s now ready to be signed by the other party involved in the agreement. Once both parties have signed, you will have a legally binding document that offers protection regarding the introductions and information exchanged in your business dealings.

What You Should Know About This Form

What is the purpose of an NCND form?

The NCND form, which stands for Non-Circumvention and Non-Disclosure Agreement, is designed to protect the interests of parties involved in a business relationship. It serves to ensure that introductions or referrals between parties are acknowledged and respected. By maintaining confidentiality, it safeguards sensitive business information from being disclosed to third parties without consent. The agreement aims to prevent any party from bypassing another in business transactions that arise from an introduction, thereby ensuring that all parties receive fair compensation for their efforts.

How long is the agreement valid?

The NCND agreement is irrevocable and non-cancelable for a term of five years from the date it is signed. During this time, it remains applicable to all transactions that occur between the signing parties, as well as transactions involving non-signing third parties that result from an introduction by one of the signing parties. The duration reflects the commitment of the parties to uphold the terms and protect the interests of each other throughout the agreement's validity.

What happens if one party violates the agreement?

If a violation, disagreement, or dispute arises, the parties are encouraged to resolve it directly with one another. Should they be unable to do so, the issue will then be submitted to the American Arbitration Association in Denver, Colorado. Both parties agree to accept the decision made by the referees from this association. It is important to note that any party affected by a potential violation may take legal action to protect their interests. However, both parties also agree to keep each other informed of all ongoing discussions, negotiations, and transactions.

Can the terms of the agreement be modified?

No modifications to the NCND agreement can be made unless they are documented in writing and signed by both parties. This provision helps ensure that both parties are on the same page and prevents any misunderstandings regarding alterations. It is essential that any changes to the original agreement reflect the mutual consent and clear understanding of both parties involved.

What should each party do to protect confidential information?

Each party must take careful steps to maintain the confidentiality of all information exchanged under this agreement. This includes not disclosing any sensitive data, such as business contacts' names, bank information, or financial details, to third parties without prior written consent. Additionally, the agreement includes provisions that encompass negligent or inadvertent disclosures, emphasizing the importance of vigilance in handling shared information to avoid any potential breaches.

Common mistakes

Filling out the NCND form can be a straightforward process, yet many individuals make mistakes that can hinder their business relationships. One common error is neglecting to provide appropriate signatures. A valid agreement must be signed by all parties, indicating their consent and understanding of the terms. Without the required signatures, the agreement may lack enforceability. Ensure that each representative authorized to act on behalf of their organization includes their signature.

Another frequent mistake involves failing to include the correct dates. Each party must provide the date of signing on the document. This step is crucial, as it establishes when the agreement comes into effect. An absence of this information can lead to disputes regarding the timeline of obligations and rights under the agreement.

Participants also often overlook the importance of clear identification. Each party should accurately print or type their name and the name of their associated company. Incomplete or incorrect identifying information can create confusion, especially if any legal concerns arise in the future. Clarity and accuracy in this section are essential for successful communication.

Confidentiality sections can sometimes be misinterpreted. Individuals may fail to acknowledge the implications of sharing information. The NCND requires all parties to keep certain information private, including sensitive business details. Failing to recognize this obligation could lead to unintended disclosures that might damage trust among parties.

Moreover, misunderstanding the duration of the agreement can result in problems later. The NCND establishes that it is irrevocable and non-cancelable for a period of five years. Participants should pay careful attention to how long their commitments last. Ignoring this detail can result in unintended breaches of the agreement.

Some individuals mistakenly believe that verbal obligations suffice. However, the NCND form clearly states that amendments must be made in writing and signed by all parties involved. Relying on verbal agreements can create uncertainties and lead to disputes. It is vital to follow the protocol for alterations as outlined in the form.

People often fail to communicate openly about their intentions and expectations. The NCND encourages ongoing communication and updates on transactions. Participants must strive to keep each other informed to avoid misunderstandings and maintain a cooperative relationship. Failing to do so could lead to issues that escalate unnecessarily.

Finally, parties frequently do not seek legal advice before signing the form. While the agreement may appear simple, its implications can be complex. Engaging an attorney to review the agreement can provide valuable insights and ensure that all parties understand their rights and obligations clearly. Doing so can help prevent future conflicts and promote a smoother business relationship.

Documents used along the form

The Non-Circumvention and Non-Disclosure (NCND) form is often associated with several key documents that facilitate business transactions and protect the interests of involved parties. Below is a concise overview of related forms and documents commonly used alongside the NCND.

  • Letter of Intent (LOI): This document outlines the preliminary understanding between parties before they finalize a contract. It indicates the intentions and expectations regarding a transaction, ensuring that all parties are aligned before proceeding.
  • Mutual Non-Disclosure Agreement (MNDA): Similar to the NCND, an MNDA specifically focuses on protecting confidential information shared between parties. It serves to ensure that sensitive details are not disclosed to outsiders, fostering trust and security in the negotiation process.
  • Commission Agreement: This agreement details the terms under which commissions are earned and paid to parties involved in a transaction. It specifies payment rates, conditions for earning commissions, and the duration for which the agreement is effective.
  • Collaboration Agreement: A document that defines the terms of partnership between parties collaborating on a project. It lays out roles, shared resources, and the distribution of profits, ensuring clarity in the collaboration process.
  • Escrow Agreement: This legal document involves a neutral third party that holds funds or documents until certain conditions are met. It ensures that all parties fulfill their contractual obligations before the transfer is completed, thus providing a layer of protection in transactions.

Understanding these documents is crucial for parties engaging in business negotiations. Utilizing them effectively can mitigate risks and foster smoother transactions in an increasingly complex business environment.

Similar forms

  • Confidentiality Agreement: Similar to a NCND form, a confidentiality agreement protects sensitive information shared between parties. Both documents emphasize the importance of not disclosing confidential information without consent.
  • Non-Disclosure Agreement (NDA): Like an NCND, an NDA is designed to prevent the sharing of confidential information. It typically outlines the specific types of information considered confidential and the obligations of the parties to protect that information.
  • Non-Circumvention Agreement: An NCND form includes non-circumvention clauses that prevent parties from bypassing each other in business dealings, much like a standalone non-circumvention agreement would do.
  • Partnership Agreement: This document outlines the terms of a partnership. Similar to an NCND, it may include provisions to protect the interests and introductions of each partner.
  • Consulting Agreement: A consulting agreement can have similar elements to an NCND, particularly concerning confidentiality and the handling of introductions made for business connections.
  • Commission Agreement: This type of agreement may address the payment of commissions for referrals or introductions, paralleling the commission clauses in an NCND that ensure parties receive due compensation.
  • Service Agreement: A service agreement outlines the terms under which services will be rendered, including confidentiality aspects for sensitive information shared during the service, akin to an NCND's focus on maintaining confidentiality.
  • Broker Agreement: A broker agreement often requires similar non-circumvention clauses to prevent brokers from circumventing their clients, reflecting the same emphasis found in an NCND agreement.

Dos and Don'ts

When completing the Non-Circumvention and Non-Disclosure (NCND) form, there are essential actions to take and avoid. Here are four guidelines to ensure a smooth process:

  • Do ensure clarity and accuracy. Fill out the name, date, and company details accurately. This helps in avoiding potential legal ambiguities.
  • Don’t omit important details. Providing incomplete or incorrect information can lead to misunderstandings that may cause disputes later.
  • Do include all involved parties. Ensure that everyone who is part of the agreement is listed. This protects all parties involved in the business transactions.
  • Don’t disregard confidentiality. Be cautious not to share any confidential information outside of what is required in the form. Violating confidentiality can lead to legal repercussions.

Misconceptions

Misconceptions about the NCND (Non-Circumvention and Non-Disclosure) form can lead to unnecessary confusion and complications in business dealings. Here are eight common misconceptions explained:

  • It's a standard form with no real implications. Many believe that the NCND is just a formality. In reality, it carries significant weight and can legally bind the parties involved, impacting future business transactions.
  • It only protects the party that introduces. While it does provide strong protections for the introducing party, both parties have obligations under the agreement that ensure mutual respect and compensation for business dealings.
  • Confidentiality only pertains to business details. Some assume that confidentiality covers only specific business terms. However, it broadly includes any information deemed confidential, including personal details and contacts associated with introduced parties.
  • It expires after a short time. There's a belief that the NCND expires quickly. On the contrary, the agreement typically lasts for five years, depending on specific terms, and may continue to apply to relevant future transactions.
  • Verbal agreements supersede the written terms. Individuals may think oral communications can override the NCND’s written provisions. This misconception could lead to disputes since the agreement is binding and cannot be altered without written consent from both parties.
  • The form is only for large transactions. Some might think the NCND applies only to sizable deals. However, the agreement is equally relevant for small transactions where introductions play a significant role in facilitating business.
  • Inadvertent disclosures are not a concern. Many assume that inadvertent sharing of confidential information won't have consequences. This view can be misleading as the agreement explicitly mentions that even negligent disclosures can be violations.
  • It's only enforceable in certain states. There's a common misconception that NCND agreements are valid only in specific jurisdictions. In truth, while laws may vary, the NCND can be enforced across states as long as it adheres to local regulations.

Understanding these misconceptions is crucial for navigating the complexities of the NCND and ensuring that all parties are adequately protected and informed.

Key takeaways

When filling out and using the Non-Circumvention and Non-Disclosure (NCND) form, there are several key points to keep in mind:

  • Understand the Purpose: The NCND form aims to protect all parties involved by ensuring that introductions leading to business transactions are honored and compensated fairly.
  • Confidentiality is Crucial: Participants must keep any shared confidential information private. This includes personal details and sensitive financial data related to transactions.
  • No Circumventing: To avoid complications, do not engage in business with entities introduced by another party without their permission. Mutual trust is essential for the agreement to work.
  • Duration and Binding Nature: The agreement lasts for five years and remains binding, even if specific transactions do not succeed. This long-term commitment protects the interests of all parties involved.
  • Dispute Resolution: In case of disagreements, the agreement stipulates that issues should be resolved through arbitration, ensuring that all parties abide by the decision made by the American Arbitration Association.

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