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Non Circumvention Agreement
"I need a Non-Circumvention Agreement to protect my business relationships when introducing potential investors to my Malaysian technology startup, with the agreement to be effective from January 2025 and including specific protections for our client database and proprietary technology information."
1. Parties: Identifies all parties to the agreement with their full legal names, registration numbers, and registered addresses
2. Background: Sets out the context of the agreement, nature of the business relationship, and purpose of the non-circumvention provisions
3. Definitions: Defines key terms including 'Confidential Information', 'Circumvention', 'Protected Relationships', 'Trade Secrets', and other relevant terms
4. Scope of Agreement: Defines the territorial and temporal scope of the non-circumvention obligations
5. Non-Circumvention Obligations: Details specific prohibited activities and circumvention actions that parties must not engage in
6. Protection of Relationships: Identifies protected business relationships and specific obligations regarding these relationships
7. Duration: Specifies the term of the agreement and any survival provisions
8. Confidentiality Obligations: Sets out obligations regarding the handling and protection of confidential information
9. Breach and Remedies: Specifies what constitutes a breach and the consequences, including available remedies
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and amendment procedures
1. Non-Solicitation: Additional provisions preventing parties from soliciting employees or clients, included when there's significant risk of talent or client poaching
2. Commission Structures: Include when the agreement involves ongoing business relationships with commission sharing arrangements
3. Dispute Resolution: Detailed alternative dispute resolution procedures, recommended for international agreements or high-value relationships
4. Specific Performance: Additional remedies section specifically addressing right to specific performance, included for high-value relationships
5. Information Security Requirements: Specific technical and organizational measures for protecting confidential information, needed for digital or sensitive information
6. Group Company Provisions: Extended provisions covering affiliated companies, needed when parties are part of larger corporate groups
1. Schedule 1 - Protected Relationships: Detailed list of specific business relationships, contacts, and entities covered by the non-circumvention obligations
2. Schedule 2 - Protected Information: Specific list of confidential information, trade secrets, and business information protected under the agreement
3. Schedule 3 - Territorial Scope: Detailed description of geographical territories where the agreement applies, if specific territorial limitations are needed
4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive confidential information or manage the relationship
5. Appendix A - Commission Structures: Details of any agreed commission or fee-sharing arrangements, if applicable
Authors
Affiliated Company
Business Day
Business Opportunity
Business Relationship
Circumvention
Confidential Information
Direct Approach
Disclosed Information
Effective Date
Fees
Intellectual Property Rights
Introduction
Protected Contact
Protected Party
Protected Relationship
Protected Territory
Representatives
Restricted Period
Trade Secret
Transaction
Unauthorized Communication
Business Purpose
Commission
Disclosing Party
Receiving Party
Related Entity
Termination Date
Non-Circumvention
Confidentiality
Protected Relationships
Duration
Territorial Scope
Non-Solicitation
Permitted Disclosures
Exceptions
Return of Information
Breach
Remedies
Indemnification
Assignment
Notices
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Governing Law
Jurisdiction
Counterparts
Third Party Rights
Costs
Good Faith
Financial Services
Business Consulting
Real Estate
International Trade
Technology
Manufacturing
Investment Banking
Private Equity
Professional Services
Distribution and Wholesale
Mergers and Acquisitions
Energy and Resources
Telecommunications
Legal
Business Development
Commercial
Executive Leadership
Sales
Procurement
Strategic Partnerships
International Business
Mergers and Acquisitions
Compliance
Contract Administration
Chief Executive Officer
Business Development Manager
Managing Director
Commercial Director
Strategic Partnerships Manager
Sales Director
Investment Manager
Business Broker
Procurement Manager
Channel Manager
Legal Counsel
Contract Manager
Chief Commercial Officer
International Business Manager
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