The Mutual Non-Circumvention Non-Disclosure Agreement (NCNDA) is essential for business relationships where parties share sensitive information and business opportunities. This document, governed by English and Welsh law, serves a dual purpose: protecting confidential information from unauthorized disclosure and preventing parties from circumventing each other to exploit business opportunities discussed during their relationship. It is commonly used in business introductions, joint ventures, and investment discussions where protecting both information and business relationships is crucial.
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1. Parties: Identification and details of all parties to the agreement
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Confidentiality Obligations: Core confidentiality commitments and restrictions
5. Non-Circumvention Obligations: Restrictions on bypassing parties for business opportunities
6. Term and Termination: Duration and termination provisions
7. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Permitted Disclosures: Exceptions to confidentiality obligations, used when specific exemptions are needed
2. Data Protection: Specific provisions for personal data handling, required when personal data is involved
3. Intellectual Property Rights: IP protection provisions, needed when IP is part of confidential information
4. Return of Information: Procedures for returning confidential information, useful for physical documents
1. Schedule of Confidential Information: Detailed list of information covered by the agreement
2. Schedule of Authorized Representatives: List of individuals authorized to receive confidential information
3. Schedule of Permitted Purpose: Detailed description of allowed uses of confidential information
Relevant legal definitions
Agreement
Business Opportunity
Business Purpose
Confidential Information
Disclosing Party
Effective Date
Group
Intellectual Property Rights
Non-Circumvention Obligations
Permitted Purpose
Permitted Recipients
Personal Data
Receiving Party
Representatives
Sensitive Information
Subsidiary
Term
Third Party
Trade Secrets
Business Opportunity
Business Purpose
Confidential Information
Disclosing Party
Effective Date
Group
Intellectual Property Rights
Non-Circumvention Obligations
Permitted Purpose
Permitted Recipients
Personal Data
Receiving Party
Representatives
Sensitive Information
Subsidiary
Term
Third Party
Trade Secrets
Clauses
Confidentiality Obligations
Non-Circumvention
Non-Disclosure
Information Protection
Permitted Disclosures
Duration and Survival
Return or Destruction of Information
Intellectual Property Rights
Representations and Warranties
Non-Solicitation
Remedies
Indemnification
Force Majeure
Assignment
Third Party Rights
Notices
Severability
Entire Agreement
Variation
Waiver
Counterparts
Costs
Governing Law
Jurisdiction
Dispute Resolution
Non-Circumvention
Non-Disclosure
Information Protection
Permitted Disclosures
Duration and Survival
Return or Destruction of Information
Intellectual Property Rights
Representations and Warranties
Non-Solicitation
Remedies
Indemnification
Force Majeure
Assignment
Third Party Rights
Notices
Severability
Entire Agreement
Variation
Waiver
Counterparts
Costs
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Relevant Teams
Relevant Roles
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