 Re: Non-Circumvent Contract
Are you looking for something like this................
CONFIDENTIALITY AND NON-CIRCUMVENT AGREEMENT
This Confidentiality and Non-Circumvent Agreement (the “Agreement”) is entered into by and
between __________________________________(“Client”) and _______________________________
(“Company”) on behalf of its client (the “Client”) on
this the _____ day of ______________, 2007. This Agreement will confirm the mutual
understandings of Company and the Client in connection with any information provided
to Company regarding Client.
Confidential information (“Information”) includes any Offering or Placement Memorandum and
all data, reports, records (financial and otherwise), trade secrets, verbal communications and/or
other materials obtained from Company or Client in connection with the execution of this
Agreement and thereafter, including, without limitation, the knowledge that Client may be
seeking to complete a transaction. For purposes of this Agreement, Information will not include
information that Company can show (i) is generally available to the public, (ii) is lawfully in the
possession of Company before the receipt of the Information and not subject to any
confidentiality obligation or (iii) is obtained, after the date hereof, by Company from any other
party that is lawfully in possession of such information and not in violation of any confidentiality
agreement with respect to disclosing the information.
1.
All Information is considered highly sensitive and strictly confidential. Accordingly,
Company will maintain such Information in the utmost confidence. Company will not use
or exploit the Information for any purpose other than evaluating the desirability of
Company’s potential investment in the Client.
2.
Company will limit disclosure and transfer of Information to Company’s employees,
directors, officers, agents and representatives (“Representatives”) that have a legitimate
need to review the Information in evaluating Company’s investment in the Client. In the
event Company wishes to employ independent accountants, investment bankers or other
professionals for the sole purpose of assisting Company in determining the feasibility of
making an investment in the Client, then Company may divulge the Information to such
third parties provided that before doing so, Client is notified of and approve
all such third parties. Such third parties will then be defined as Representatives and
Company will require them to be bound by this Agreement.
3.
All Information will be returned to Client in accordance with the instructions of Client
If Company does not make an investment in Client, then, in addition to returning
all Information to the Client, Company will destroy any analysis, notes or other materials
relating to or derived from the Information.
4.
The actions or negligence of the Representatives referred to in Paragraph (2) above will
be deemed the actions of Company with respect to the Information, and any unauthorized
use or disclosure of Information will constitute a material breach hereof and will cause
irreparable harm and loss to Client.
5.
Client is hereby designated as a third party beneficiary to this Agreement.
6.
Company agrees and acknowledges that it will not, directly or indirectly, solicit or hire
any employee of Client, or induce any employee to terminate his employment
with Client.
7.
Company agrees not to pursue this transaction other than through Capital and its
authorized representatives. It is further understood that Client has engaged Capital as its
financial advisor and Company will direct all communications and requests for
Information regarding the Client through Capital. Specifically, Company agrees not to
contact Client, its employees, suppliers and/or customers of the business except through
Capital and further agrees that all inquiries, negotiations and purchase offers, if any, shall
be directly through Capital.
Company understands that neither Capital nor its agents or representatives make any
representations or warranties as to the accuracy and completeness of any Information. Company
agrees that neither Capital nor its agents or representatives will have any liability to Company or
any of its representatives arising out of or in connection with any Information.
The term of this Agreement will be for one (1) year. In the event of any breach of this Agreement,
Capital and Client, in addition to any other remedies at law or in equity that they may have, will
be entitled, without the requirement of posting a bond or other security, to equitable relief,
including injunctive relief and specific performance. This Agreement will be governed by, and
construed in accordance with, the laws of the State of South Carolina. If Company is in
agreement with the foregoing, please sign and return by fax one copy of this Agreement to
Capital, which will constitute an Agreement of Company in favor of and Client with
respect to the subject matter hereof.
__________________________________________________ _____
It would need a lot of rewording, but it would be a good base point for a lawyer to work from.
Disclaimer: This is just a sample found on the internet. NetBusinessTalk.com does not represent that this is professional legal advice. Please consult an attorney for your final contract wording.
Last edited by Super Mod; 02-06-07 at 01:13 PM.
Reason: Disclaimer
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