The Free Non Circumvention Agreement is essential in UAE business environments where complex commercial relationships and intermediary arrangements are common. This document is typically used when parties need to protect business opportunities, maintain confidentiality, and ensure fair dealing in accordance with UAE Federal Laws. It prevents parties from circumventing each other to directly engage with introduced contacts or opportunities, particularly relevant in Dubai and Abu Dhabi's dynamic business landscape. The agreement includes specific provisions for protecting business relationships, commission structures, and confidential information, while ensuring compliance with UAE commercial regulations and Sharia principles.
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1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the business relationship and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Confidential Information', 'Business Opportunity', and 'Circumvention'
4. Non-Circumvention Obligations: Core obligations not to circumvent other parties in business dealings or relationships
5. Direct/Indirect Dealing Restrictions: Specific prohibitions on direct or indirect business dealings that would bypass any party
6. Duration: Term of the agreement and any survival provisions
7. Confidentiality: Obligations regarding confidential information shared during business discussions
8. Good Faith and Fair Dealing: Commitment to act in good faith and deal fairly with all parties
9. Breach and Remedies: Consequences of breach and available remedies under UAE law
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Commission Protection: Provisions protecting commission arrangements, used when intermediaries or brokers are involved
2. Specific Transaction Protection: Details of specific deals or transactions being protected, used when agreement relates to particular business opportunities
3. Non-Solicitation: Provisions preventing solicitation of employees or clients, added when there's significant risk of talent or client poaching
4. Alternative Dispute Resolution: Mediation or arbitration provisions, added when parties prefer alternative dispute resolution to court proceedings
5. Force Majeure: Provisions for unforeseen circumstances, added for longer-term agreements or complex business relationships
6. Assignment Rights: Rights to assign the agreement, included when transfer of rights might be necessary
7. Severability: Provisions ensuring rest of agreement remains valid if parts are found unenforceable, added for complex agreements
1. Schedule 1 - Protected Business Opportunities: List of specific business opportunities, contacts, or deals protected under the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to act on behalf of each party
3. Schedule 3 - Commission Structures: Details of any commission arrangements between parties
4. Appendix A - Confidentiality Terms: Detailed confidentiality provisions and procedures
5. Appendix B - Reporting Requirements: Any required reporting between parties regarding protected opportunities
Relevant legal definitions
Agreement
Affiliate
Business Opportunity
Business Relationship
Circumvention
Confidential Information
Direct Dealing
Disclosing Party
Effective Date
Indirect Dealing
Introduced Party
Introduction
Protected Information
Protected Party
Protected Transaction
Receiving Party
Related Party
Representative
Restricted Period
Trade Secrets
Transaction
Unauthorized Communication
Business Contact
Commission
Target Company
Territory
Working Day
Affiliate
Business Opportunity
Business Relationship
Circumvention
Confidential Information
Direct Dealing
Disclosing Party
Effective Date
Indirect Dealing
Introduced Party
Introduction
Protected Information
Protected Party
Protected Transaction
Receiving Party
Related Party
Representative
Restricted Period
Trade Secrets
Transaction
Unauthorized Communication
Business Contact
Commission
Target Company
Territory
Working Day
Clauses
Interpretation
Definitions
Non-Circumvention
Confidentiality
Duration
Good Faith
Commission Protection
Direct Dealing Prohibition
Indirect Dealing Prohibition
Business Protection
Information Exchange
Non-Disclosure
Non-Solicitation
Representations and Warranties
Breach
Remedies
Indemnification
Term and Termination
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Assignment
Notices
Entire Agreement
Severability
Amendment
Waiver
Costs
Counterparts
Definitions
Non-Circumvention
Confidentiality
Duration
Good Faith
Commission Protection
Direct Dealing Prohibition
Indirect Dealing Prohibition
Business Protection
Information Exchange
Non-Disclosure
Non-Solicitation
Representations and Warranties
Breach
Remedies
Indemnification
Term and Termination
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Assignment
Notices
Entire Agreement
Severability
Amendment
Waiver
Costs
Counterparts
Relevant Industries
Real Estate Development
International Trade
Financial Services
Construction
Oil & Gas
Professional Services
Technology
Consulting
Investment & Banking
Manufacturing
Retail & Distribution
Healthcare
Relevant Teams
Legal
Business Development
Commercial
Corporate Affairs
Compliance
Executive Leadership
Sales
Partnerships
Project Management
Contract Administration
Relevant Roles
Chief Executive Officer
Business Development Manager
Commercial Director
Legal Counsel
Investment Manager
Project Manager
Business Broker
Managing Director
Contract Manager
Sales Director
Partnership Manager
Corporate Development Officer
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