The Non Disclosure Non Circumvention And Non Competition Agreement is typically used in business relationships where parties need comprehensive protection of their interests under English and Welsh law. It is particularly relevant when sharing sensitive information, establishing business relationships, or engaging in preliminary discussions about potential collaboration. The agreement provides three layers of protection: preventing unauthorized disclosure of confidential information, protecting business relationships from interference, and restricting competitive activities. It is commonly used in commercial transactions, joint ventures, and business negotiations where parties need robust protection of their intellectual property and business interests.
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1. Parties: Identification and details of all parties to the agreement
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Confidentiality Obligations: Core confidentiality provisions and handling of confidential information
5. Non-Circumvention: Provisions preventing direct dealing with protected relationships
6. Non-Competition: Restrictions on competitive activities
7. Term and Termination: Duration and termination provisions
8. Governing Law: Applicable law and jurisdiction
1. Return of Confidential Information: Procedures for returning or destroying confidential information, use when physical documents are involved
2. Data Protection: Specific data protection obligations, include when personal data is involved
3. Permitted Disclosures: Exceptions to confidentiality obligations, include when specific exemptions are needed
4. Audit Rights: Right to audit compliance, include for high-value relationships
1. Schedule of Confidential Information: Detailed list of information covered by the agreement
2. Schedule of Restricted Activities: Specific competitive activities that are prohibited
3. Schedule of Protected Relationships: List of relationships covered by non-circumvention provisions
4. Geographic Restrictions: Map or description of territories covered by restrictions
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