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Non-Circumvention Agreement Template
Prevent parties from bypassing introductions and deals by clearly defining protected relationships and consequences with this Non-Circumvention Agreement Template.
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Non-Circumvention Agreement Template
This Non-Circumvention Agreement (the “Agreement”) is made and entered into as of [Effective Date] (the “Effective Date”) by and between:
Disclosing/Introducing Party: [Party A Name], [Entity Type], with an address at [Party A Address] (“Introducing Party”).
Receiving Party: [Party B Name], [Entity Type], with an address at [Party B Address] (“Receiving Party”).
The parties agree as follows:
1. Purpose
1.1 Business Purpose. The Introducing Party may disclose certain relationship information, contacts, and business opportunities in connection with [Project/Transaction Description] (the “Purpose”).
1.2 Protection of Introductions. This Agreement is intended to prevent the Receiving Party from bypassing the Introducing Party in dealings with Protected Contacts (defined below).
2. Definitions
2.1 Protected Contact. “Protected Contact” means any person or entity that is introduced or disclosed by the Introducing Party to the Receiving Party, directly or indirectly, in connection with the Purpose, including: customers, suppliers, manufacturers, service providers, investors, lenders, licensors, and strategic partners.
2.2 Introduction Evidence. An introduction may be evidenced by:
☐ Email or written message identifying the contact
☐ Meeting invite, call log, or written agenda including the contact
☐ CRM entry or referral record created by the Introducing Party
☐ Other: [Specify]
2.3 Circumvention. “Circumvention” means directly or indirectly contacting, negotiating with, contracting with, or doing business with a Protected Contact in a manner that avoids, excludes, or deprives the Introducing Party of the benefit of its role or compensation.
3. Non-Circumvention Obligations
3.1 No Bypass. During the Term, the Receiving Party will not Circumvent the Introducing Party with respect to any Protected Contact.
3.2 No Indirect Circumvention. The Receiving Party will not use affiliates, employees, agents, representatives, or third parties to do what the Receiving Party is prohibited from doing under this Agreement.
3.3 Permitted Contacts (Optional). This Agreement does not restrict dealings with contacts that the Receiving Party can prove, with written evidence, were known to the Receiving Party before the first introduction by the Introducing Party.
3.4 No Interference. The Receiving Party will not interfere with or undermine the Introducing Party’s relationship with any Protected Contact.
4. Scope of Protected Dealings
4.1 Covered Transactions. The restriction applies to transactions related to: [Products/Services/Geography/Industry], including [Examples].
4.2 Geographic Scope (Optional). The restriction applies in: ☐ Worldwide ☐ United States ☐ [State/Region] ☐ Other: [Territory].
4.3 Affiliate Coverage (Optional). “Receiving Party” includes: ☐ Receiving Party’s affiliates ☐ Parent/subsidiaries ☐ Controlled entities ☐ Other: [Define].
5. Term
5.1 Term Length. This Agreement begins on the Effective Date and continues for [12/24/36] months (the “Term”), unless terminated earlier as stated below.
5.2 Start Trigger (Optional). The Term begins on: ☐ Effective Date ☐ Date of first introduction ☐ Other: [Define].
5.3 Survival. Sections related to remedies, payment obligations for breach, confidentiality (if included), and dispute resolution survive termination.
6. Compensation and Remedy Structure (Optional but Common)
6.1 Success Fee/Commission. If Circumvention occurs, the Receiving Party agrees to pay the Introducing Party:
☐ []% of gross revenue from the transaction with the Protected Contact
☐ []% of net profit from the transaction
☐ A fixed fee of $[] per transaction
☐ The commission/fee that would have been due under a separate agreement
6.2 Timing of Payment. Payment is due within [] days after the Receiving Party enters into an agreement or receives any value from the Protected Contact.
6.3 Audit/Reporting (Optional). Upon request, the Receiving Party will provide reasonable documentation to verify payments due, including invoices, statements, or contract summaries, subject to reasonable confidentiality protections.
7. Confidentiality (Optional)
7.1 Confidential Information. “Confidential Information” includes Protected Contacts and related business information disclosed for the Purpose.
7.2 Use Restriction. The Receiving Party will use Confidential Information only for the Purpose and not disclose it except to representatives who need to know and are bound by confidentiality obligations.
7.3 Exclusions. Confidential Information does not include information that is publicly available through no breach, independently developed, or rightfully received from a third party without restriction.
8. Injunctive Relief
8.1 Equitable Relief. The parties agree that Circumvention may cause irreparable harm and that the Introducing Party may seek injunctive relief in addition to other remedies available at law or equity.
9. Limitation of Liability (Optional)
9.1 No Consequential Damages. To the extent permitted by law, neither party is liable for indirect or consequential damages.
9.2 Liability Cap (Optional). Total liability is capped at: ☐ $[__] ☐ Fees paid under this Agreement ☐ Other: [Define].
9.3 Exception to Cap (Optional). The cap does not apply to: ☐ Willful misconduct ☐ Fraud ☐ Payment obligations ☐ Other: [Define].
10. Termination
10.1 Termination for Convenience (Optional). Either party may terminate this Agreement with [] days’ written notice.
10.2 Termination for Cause. Either party may terminate if the other materially breaches and fails to cure within [] days after written notice.
10.3 Effect of Termination. Termination does not release the Receiving Party from non-circumvention obligations during the Term for introductions already made, unless otherwise stated here: [Clarification].
11. Notices
11.1 Notice Method. Notices must be sent by: ☐ Email ☐ Certified mail ☐ Courier ☐ Other: [Method].
11.2 Notice Contacts.
Introducing Party Email: [Email]
Receiving Party Email: [Email]
12. Governing Law and Dispute Resolution
12.1 Governing Law. This Agreement is governed by the laws of [State].
12.2 Dispute Resolution. Any dispute will be resolved by:
☐ Negotiation
☐ Mediation
☐ Arbitration
☐ Court litigation in [County, State]
12.3 Attorneys’ Fees (Optional). Prevailing party attorneys’ fees: ☐ Yes ☐ No ☐ Limited to: [Details].
13. Miscellaneous
13.1 Entire Agreement. This Agreement is the entire agreement regarding non-circumvention for the Purpose.
13.2 Amendments. Amendments must be in writing and signed by both parties.
13.3 Assignment. Neither party may assign without the other’s written consent, except to a successor in interest.
13.4 Severability. If any provision is unenforceable, the rest remains effective.
13.5 Counterparts; Electronic Signatures. This Agreement may be signed in counterparts and by electronic signature.
Signatures
By signing below, the parties agree to be bound by this Non-Circumvention Agreement as of the Effective Date.
Introducing Party: [Party A Name]
Title/Role (if applicable): [Title]
Date: [Date]
Signature: ___________________________
Receiving Party: [Party B Name]
Title/Role (if applicable): [Title]
Date: [Date]
Signature: ___________________________
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Non-Circumvention Agreement Template
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For quick answers, scroll below to see the FAQ.
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For quick answers, scroll below to see the FAQ.
NON-CIRCUMVENTION AGREEMENT TEMPLATE FAQ
What is a non-circumvention agreement?
A non-circumvention agreement is a contract that restricts one party from bypassing another party to directly work with contacts, clients, vendors, investors, or partners that were introduced through a business relationship. It’s commonly used by brokers, consultants, agencies, and deal intermediaries to protect the value of their introductions and negotiations.
When should you use a non-circumvention agreement?
Use it before you share names, deal sources, supplier lists, investor introductions, or other relationship-based opportunities — especially when you expect the other party could approach your contacts directly. It’s also useful early in negotiations, alongside an NDA, when sensitive relationship information is being disclosed.
What relationships or information can be protected?
You can protect specific named contacts, categories of contacts (for example, “any supplier introduced in writing”), and relationship information such as pricing channels, sourcing methods, and deal structures. The agreement should clearly define what counts as an “introduced contact” and how the introduction must be evidenced (email, meeting invite, CRM record, etc.).
How long does a non-circumvention obligation last?
It depends on the deal cycle and industry, but many agreements run for 12–36 months from the first introduction or from the effective date. Some use a shorter “active negotiation” term plus a longer tail period. The clearest approach is to state a fixed term and define when it starts.
What happens if someone circumvents the agreement?
The agreement usually provides remedies such as payment of a success fee/commission that would have applied, reimbursement of losses, and sometimes injunctive relief (a court order to stop further circumvention). Many parties also include a clear method for calculating damages so enforcement is more predictable.
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