The Confidentiality And Non Circumvention Agreement is essential when parties need to share sensitive information while protecting business relationships and opportunities. Common under English and Welsh law, it's particularly relevant for business negotiations, joint ventures, and investment discussions. The agreement prevents parties from using confidential information inappropriately and from bypassing the disclosing party to directly approach their business contacts, clients, or suppliers. It combines traditional confidentiality provisions with specific non-circumvention clauses to provide comprehensive protection of both information and business relationships.
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1. Parties: Identification of contracting parties and their registered addresses
2. Background: Context of the agreement and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives'
4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
5. Non-Circumvention: Restrictions on direct business dealings with protected relationships
6. Term and Survival: Duration of agreement and surviving obligations
7. Governing Law and Jurisdiction: Specification of English law and courts' jurisdiction
1. Return/Destruction of Information: Procedures for handling confidential information after termination - use when physical or electronic documents are shared
2. Data Protection: Specific obligations regarding personal data - use when confidential information includes personal data
3. Non-Solicitation: Restrictions on hiring other party's employees - use when protecting against talent poaching is relevant
4. Assignment: Rights to transfer obligations to third parties - use when transfer of rights might be necessary
1. Schedule 1: Specified Purpose: Detailed description of permitted use of confidential information
2. Schedule 2: Protected Relationships: List of specific business relationships covered by non-circumvention
3. Schedule 3: Information Categories: Specific categories of confidential information covered
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