The Non Circumvention Non Disclosure & Working Agreement (NCNDA) is essential for business relationships where parties need to protect their interests while sharing sensitive information and business opportunities. This agreement, governed by Maltese law, is particularly relevant when parties are engaging in business discussions, joint ventures, or consulting arrangements where confidential information needs protection, and business relationships need to be safeguarded from circumvention. The document addresses three critical aspects: preventing parties from bypassing each other in business dealings, protecting confidential information, and establishing clear working parameters. It's commonly used in international business, consulting, and strategic partnerships, incorporating compliance with Malta's legal framework and EU regulations, particularly regarding data protection and trade secrets.
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1. Parties: Identification and details of all parties entering into the agreement
2. Background: Context of the agreement, business relationship, and purpose of collaboration
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Confidential Information', 'Circumvention', 'Business Opportunity', etc.
4. Term and Termination: Duration of the agreement and conditions for termination
5. Non-Circumvention Obligations: Specific obligations regarding not bypassing or excluding other parties from business opportunities
6. Confidentiality Obligations: Detailed provisions regarding protection, use, and handling of confidential information
7. Working Relationship Terms: Framework for collaboration, roles, and responsibilities of parties
8. Compensation and Payment Terms: Financial arrangements, fee structures, and payment conditions
9. Intellectual Property Rights: Protection and ownership of IP created during the collaboration
10. Data Protection and GDPR Compliance: Specific provisions for handling personal data in compliance with Maltese and EU law
11. Breach and Remedies: Consequences of breach and available remedies
12. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes
13. General Provisions: Standard clauses including severability, entire agreement, amendments, etc.
1. Non-Solicitation: Additional provisions preventing parties from soliciting each other's employees or clients
2. Force Majeure: Provisions for unforeseeable circumstances preventing performance
3. Insurance Requirements: Specific insurance obligations for parties, if relevant to the working relationship
4. Dispute Resolution: Alternative dispute resolution mechanisms like mediation before litigation
5. Assignment and Succession: Terms regarding transfer of rights and obligations
6. Warranties and Representations: Specific guarantees made by parties regarding their capacity and authority
7. Compliance with Laws: Specific regulatory compliance requirements beyond standard obligations
1. Schedule A - Confidential Information: Detailed list of specific information considered confidential
2. Schedule B - Scope of Work: Detailed description of services, deliverables, and working arrangements
3. Schedule C - Fee Schedule: Detailed breakdown of fees, commission structures, and payment terms
4. Schedule D - Authorized Representatives: List of authorized personnel who may access confidential information
5. Schedule E - Protected Business Relationships: List of specific business relationships protected by non-circumvention
6. Appendix 1 - Data Processing Agreement: Detailed GDPR-compliant data processing terms if personal data is involved
7. Appendix 2 - Security Protocols: Specific procedures for handling and protecting confidential information
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