CONFIDENTIALITY, NON-DISCLOSURE, NON-CIRCUMVENTION,

Remember it is always best to have a Lawyer review your contracts

Non-Circumvention, Non-Disclosure and Confidentiality Agreement

THIS AGREEMENT entered into on this day of ________, 2004 is for the Professional Association and arrangement of Non-Circumvention, Non-Disclosure and Confidentiality between ______________________ whose office is at ___________________________ and _____________________________ whose principal place of business is at ____________________________________________ hereinafter, called the "The Parties." The Parties with this agree to respect the integrity and tangible value of this agreement between them. THIS AGREEMENT is a perpetuating guarantee for five (5) years from the date of execution and is to be applied to any and all transactions present and future, of the introducing party, including subsequent follow-up, repeat, extended, renegotiated, and new transactions regardless of the success of the project.

Because of THIS AGREEMENT, the Parties involved in this transaction may learn from one another, or from principals, the names and telephone numbers of investors, borrowers, lenders, agents, brokers, banks, lending corporations, individuals and/or trusts, or buyers and sellers hereinafter called contacts. The Parties with this acknowledge, accept and agree that the identities of the contacts will be recognized by the other Party as exclusive and valuable contacts of the introducing Party and will remain so for the duration of this agreement.

The Parties agree to keep confidential the names of any contacts introduced or revealed to the other party, and that their firm, company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees, or consultants will not contact, deal with, negotiate or participate in any transactions with any of the contacts without first entering a written agreement with the Party who provided such contact unless that Party gives prior written permission.

Such confidentiality will include any names, addresses, telephone, telex, facsimile numbers, and/or other pertinent information disclosed or revealed to either Party.

The Parties agree not to disclose, reveal or make use of any information during discussion or observation regarding methods, concepts, ideas, product/services, or proposed new products or services, nor to do business with any of the revealed contacts without the written consent of the introducing party or parties.

The Parties agree that due to the many variables surrounding each Business Financial Transaction that will occur because of this agreement, the commission to be paid and/or the fee structure between the Parties can vary. A separate fee/commission agreement will outline compensation for each Business/Financial Transaction. The fee or commission agreement must be drafted and acknowledged by signature before all Business/Financial Transactions.

In case of circumvention, the Parties agree and guarantee that they will pay a legal monetary penalty that is equal to the value of the transaction, including properties, and royalties, and/or commission or fee the circumvented Party should have realized in such transactions, by the person(s) engaged on the circumvention for each occurrence. If either party commences legal proceedings to interpret or enforce the terms of THIS AGREEMENT, the prevailing Party will be entitled to recover court costs and attorney fees, not to exceed $10,000.00 USD.

The parties will construe THIS AGREEMENT in accordance with the laws of the State of Utah, County of Utah. If any provision of this agreement is found to be void by any court of competent jurisdiction, the remaining provisions will remain in force and effect.

THIS AGREEMENT contains the entire understanding between the Parties and any waiver, amendment or modification to THIS AGREEMENT will be subject to the above conditions and must be attached hereto.
Upon execution of THIS AGREEMENT by signature below, the Parties agree that any individual, firm company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of THIS AGREEMENT.

A facsimile copy of this Non-Circumvention, Non-Disclosure and Confidentiality Agreement shall constitute a legal and binding instrument. By setting forth my hand below I warrant that I have complete authority to enter into THIS AGREEMENT.
For: ____________________________

____________________________
(Signatures)

____________________________
(Signatures)¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬__________________

____________________________
(Signatures)__________________

____________________________
(Signatures)__________________

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Thank you sooo much for these contracts. They are much needed. Curious, to make sure I have the use totally understood. Could you please tell me exactly who do you use these contracts with? And can you give me example situations? Thank you.

I use them when talking to other investors about deals and/or properties. I use them when retaining a realtor. I use them when discussing with anyone other than my attorney any specifics on a deal including my accountant

...about what this is and how they are used.

Kudos to you and nstreet for providing these legal contracts on this thread. It pays to jump off from the beaten path to answer your own questions:-)

Thank you, Anita, for being the catalyst to posting these dox. I appreciate y'all taking out the time to share of your knowledge through your experiences to the rest of us just starting out( have you ever thought of coaching us through our first 5 deals? )Just a thought,

Don

lol...you crack me up. I would love to coach but I dont think I am quite there yet.

But thanks for letting us know howmuch these have helped you, its nice to know what you post asctual does someone some good.

non disclosure non compete - here are some good examples

Has anyone ever been in a transaction where circumvention actually took place and if this agreement held up in court?

The biggest thing is how could you really catch someone doing another other deal with your contact? Tap thier phone? LOL

I have used non-circumvents before. I used them a lot in commercial transactions. Your question is how can someone really prove later that a transaction has been completed with your contact. There really is no easy answer to this. If you have the time to check you could look into the court records. You will also find that the non-circumvent agreement is for some type of transactions that are hard to track. The purpose if to put a just in case.

Really, think of it this way. Suppose you have kids. You set up ground rules. You know the rules have a chance to get broken. Some of your kids will follow the rules...you know who they are. Other kids will break the rules...you know them as well. However there are some times that you don't know if they have broken your rules but if you find out they will get the punishment.

Non-circumvents can be applied the same way. You really can't be to involved in tracking the non-circumvented party unless there is very large amounts of money on the line or they cost you money.

back up