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Broker Non Circumvention Agreement
"I need a Broker Non-Circumvention Agreement for my Indonesia-based trading company that deals with textile manufacturers in Southeast Asia, specifically protecting my relationships with suppliers in Vietnam and Thailand, with the agreement to be effective from March 1, 2025."
1. Parties: Identification of the broker and the other party (typically a potential buyer, seller, or business partner)
2. Background: Context of the agreement, including the broker's business activities and general purpose of the agreement
3. Definitions: Key terms including 'Confidential Information', 'Protected Dealings', 'Commission', 'Circumvention', and other relevant terms
4. Scope of Agreement: Details of protected business relationships, transactions, and activities covered by the non-circumvention obligations
5. Non-Circumvention Obligations: Specific obligations not to bypass the broker or directly contact protected relationships
6. Confidentiality Obligations: Requirements to maintain confidentiality of business information, contacts, and opportunities
7. Term and Duration: Period of effectiveness for the agreement and survival of obligations
8. Commission and Compensation: Broker's right to commission and payment terms for successful transactions
9. Breach and Remedies: Consequences of breaching the agreement, including damages and injunctive relief
10. Governing Law and Dispute Resolution: Application of Indonesian law and mechanism for resolving disputes
1. Territory Restrictions: Geographic limitations of the non-circumvention obligations, used when activities are limited to specific regions
2. Specific Industry Provisions: Industry-specific terms and conditions, included when the agreement relates to a particular sector
3. Assignment and Delegation: Terms regarding the transfer of rights and obligations, included for complex business relationships
4. Force Majeure: Provisions for unforeseen circumstances, important for long-term agreements
5. Non-Solicitation: Additional provisions preventing solicitation of employees or clients, used when human resources are a concern
6. Reporting Requirements: Obligations to report relevant business activities, used for enhanced transparency
7. Insurance Requirements: Specifications for required insurance coverage, included for high-value transactions
1. Schedule A - Protected Relationships: List of specific clients, contacts, or business relationships protected under the agreement
2. Schedule B - Commission Structure: Detailed breakdown of commission rates and calculation methods for different types of transactions
3. Schedule C - Protected Information: Specific confidential information, trade secrets, or business methods covered by the agreement
4. Schedule D - Approved Communication Protocols: Procedures for authorized communication between parties and protected contacts
5. Appendix 1 - Reporting Forms: Standard forms for required activity reports and commission calculations
Authors
Real Estate
International Trade
Investment Banking
Commodities Trading
Manufacturing
Mining and Resources
Technology and Software
Mergers and Acquisitions
Import/Export
Business Consulting
Industrial Equipment
Financial Services
Legal
Business Development
Corporate Development
International Trade
Mergers and Acquisitions
Commercial Operations
Strategic Partnerships
Investment
Deal Advisory
Compliance
Business Development Manager
Investment Broker
Real Estate Agent
Trade Consultant
Business Intermediary
Commercial Director
Deal Originator
M&A Advisor
Investment Manager
Business Broker
International Trade Specialist
Corporate Development Officer
Strategic Partnership Manager
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