The Non-Disclosure Non-Circumvention Agreement (NDNCA) is essential in Australian business contexts where parties need to share sensitive information while ensuring protection of their business relationships and opportunities. This document is commonly used during business negotiations, potential partnerships, joint ventures, or investment discussions where parties need to exchange confidential information and want to prevent the other party from bypassing them in future business dealings. The agreement combines standard confidentiality provisions with specific anti-circumvention clauses, making it particularly useful in scenarios involving business introductions, deal brokering, or complex commercial negotiations. It is drafted in compliance with Australian federal and state laws, including the Competition and Consumer Act 2010 and common law principles regarding restraint of trade.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
Alternatively...
1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Explains the context and purpose of the agreement, including the business relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Circumvention', 'Permitted Purpose', etc.
4. Confidentiality Obligations: Details the obligations regarding handling, protection, and non-disclosure of confidential information
5. Non-Circumvention Obligations: Specifies prohibited activities and restrictions on bypassing or circumventing the disclosing party
6. Permitted Disclosures: Outlines circumstances where disclosure is permitted, including to employees, advisors, or as required by law
7. Security Measures: Specifies required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes intellectual property
2. International Transfer of Data: Required when parties are in different countries or data will cross borders
3. Affiliate Rights: Needed when agreement extends to related corporate entities
4. Non-Solicitation: Additional protection against poaching employees or clients
5. Publicity and Announcements: Controls on public statements about the business relationship
6. Insurance Requirements: Specific insurance obligations for handling confidential information
7. Audit Rights: Rights to audit compliance with security and confidentiality obligations
8. Data Privacy Compliance: Specific provisions for handling personal data under privacy laws
1. Schedule 1 - Confidential Information: Detailed description or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may receive or handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed
4. Schedule 4 - Permitted Purpose: Detailed description of the permitted use of confidential information
5. Appendix A - Data Handling Procedures: Step-by-step procedures for handling, storing, and disposing of confidential information
6. Appendix B - Incident Response Plan: Procedures for responding to potential breaches or unauthorized disclosures
Authors
Find the document you need
No items found.
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
