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Circumvention Agreement
"I need a Circumvention Agreement to protect my company's role as an intermediary in Malaysian technology sector deals, specifically preventing direct contact between manufacturers and end clients for a period of 3 years from March 2025."
1. Parties: Identification of all parties to the agreement, including full legal names and registration details
2. Background: Context of the business relationship and purpose of the agreement
3. Definitions: Detailed definitions of key terms, particularly 'circumvention', 'protected relationships', and 'prohibited activities'
4. Scope of Protected Business: Detailed description of the business relationships, transactions, or opportunities that are protected under the agreement
5. Prohibited Activities: Specific actions and behaviors that constitute circumvention under the agreement
6. Duration: Term of the agreement and any survival provisions
7. Undertakings: Specific promises and commitments made by each party regarding non-circumvention
8. Confidentiality: Obligations regarding confidential information shared during the business relationship
9. Breach and Remedies: Consequences of breach and available remedies, including damages and injunctive relief
10. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Commission Structure: Used when the agreement involves intermediary relationships and commission payments
2. Non-Solicitation: Added when there's a need to prevent solicitation of employees or contractors
3. Territorial Restrictions: Included when the non-circumvention obligations are limited to specific geographic areas
4. Assignment: Added when there's a need to restrict or permit the transfer of rights under the agreement
5. Force Majeure: Included when parties want to address circumstances beyond their control that might affect performance
6. Dispute Resolution: Optional detailed dispute resolution procedures, such as mandatory mediation before litigation
1. Schedule 1 - Protected Relationships: Detailed list of specific business relationships, contacts, or opportunities protected under the agreement
2. Schedule 2 - Prohibited Activities: Comprehensive list of specific actions and behaviors that constitute circumvention
3. Schedule 3 - Commission Rates: If applicable, detailed breakdown of commission structures and payment terms
4. Schedule 4 - Authorized Representatives: List of individuals authorized to act on behalf of each party regarding the protected relationships
5. Appendix A - Notification Requirements: Detailed procedures for required notifications under the agreement
6. Appendix B - Compliance Procedures: Specific procedures and protocols for ensuring compliance with the agreement
Authors
Authorized Representative
Business Day
Business Opportunity
Circumvention
Confidential Information
Direct Contact
Effective Date
Excluded Activities
Intermediary Services
Introduction
Notice
Protected Business
Protected Contact
Protected Information
Protected Period
Protected Relationship
Recipient
Related Company
Restricted Activities
Term
Territory
Transaction
Unauthorized Communication
Definitions
Interpretation
Duration
Non-Circumvention
Protected Relationships
Confidentiality
Non-Disclosure
Non-Solicitation
Commission Rights
Good Faith
Representations and Warranties
Undertakings
Breach
Remedies
Indemnification
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Variation
Waiver
Costs
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
International Trade
Real Estate
Financial Services
Business Consulting
Import/Export
Manufacturing
Technology and Software
Commodities Trading
Professional Services
Investment Banking
Mergers and Acquisitions
Energy and Resources
Infrastructure Development
Legal
Commercial
Business Development
Sales
Procurement
Operations
Corporate Development
Mergers and Acquisitions
Strategic Partnerships
Risk Management
Compliance
Business Development Manager
Commercial Director
Chief Executive Officer
Legal Counsel
Contracts Manager
Partnership Manager
Business Broker
Sales Director
Chief Commercial Officer
Procurement Manager
Investment Director
Strategic Alliance Manager
Operations Director
Managing Director
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