Non Circumvention Non Disclosure & Working Agreement Ncnda Template for England and Wales

When you're entering into business discussions that involve several parties, sensitive information, or a valuable opportunity, you need clear ground rules before anyone shares anything. A Non-Circumvention, Non-Disclosure & Working Agreement (NCNDA) sets those rules by combining confidentiality obligations with non-circumvention terms that stop parties bypassing each other to deal directly, plus the working terms that describe how the parties will collaborate.

What is an NCNDA?

An NCNDA is a single contract that does three jobs at once. The non-circumvention part stops a party going around an introducer or partner to close a deal directly with the other side. The non-disclosure part keeps shared information confidential. The working-agreement part sets out roles, fees or commissions, and how the parties operate together. NCNDAs grew out of international trade and commodity broking, where the International Chamber of Commerce (ICC) produced widely referenced model forms, and the format is now common across sectors where introductions carry real commercial value. If you only need the confidentiality element, a standalone non-disclosure agreement may be enough.

NCNDA vs Master Fee Protection Agreement (IMFPA)

An NCNDA is often paired with, or confused with, a fee protection agreement. They cover different things, so it helps to see them side by side.

In practice you may see an "NCNDA IMFPA" package used together in international trade and commodity deals, where a master fee protection agreement records the commission split and the NCNDA protects the confidential information and the relationships behind it.

When do you need this document?

You'll want an NCNDA when facilitating business introductions between parties, particularly if you're acting as an intermediary, broker or consultant and your value is the connection itself. It suits situations where you share confidential financial information, customer lists, or proprietary business strategies with a potential partner or investor before any deal is agreed. It's common in joint venture discussions, merger and acquisition talks, and international transactions where a company introduces buyers to sellers across borders. The document earns its place when multiple parties explore an opportunity together and each needs assurance that no one will be cut out once the information is on the table.

What should an NCNDA include?

A workable NCNDA covers a consistent set of terms:

• A clear definition of confidential information, and what falls outside it.
• Non-circumvention terms that name who cannot be approached directly, and for how long.
• Non-disclosure obligations, including permitted disclosures to advisers or staff who need to know.
• The working relationship, roles, and any commission or fee arrangement.
• A defined term, since indefinite restrictions can be difficult to enforce.
• Carve-outs for information that becomes public through legitimate means or was independently developed.
• Remedies for breach, such as injunctive relief or agreed damages.
• Governing law and how disputes will be resolved.

Key legal considerations

Define what counts as confidential information precisely, and set the exact restrictions on circumvention activities. Give the confidentiality and non-circumvention obligations a defined duration, because indefinite terms may be unenforceable. Check that non-circumvention clauses don't fall foul of the Competition Act 1998, particularly where they could restrict legitimate business activity or produce anti-competitive effects. Include reasonable exceptions for information that becomes publicly available or was developed independently, and set out the remedies that apply if a party breaches, so enforcement is realistic rather than theoretical.

Do NCNDA templates work internationally?

An NCNDA can cover parties in different countries, and international deals are one of the most common reasons to use one. What changes across borders is enforceability, since local courts apply their own rules to confidentiality and restraint-of-trade terms. This template is drafted for England and Wales and states English law as the governing law, so it's best suited to deals with a genuine connection to that jurisdiction. Where parties sit in several countries, a clear governing-law and dispute-resolution clause matters more, not less.

Requirements under the law of England and Wales

Under the law of England and Wales, your NCNDA needs to satisfy the ordinary requirements for a binding contract: offer and acceptance, consideration, and an intention to create legal relations. It should align with the Trade Secrets (Enforcement, etc.) Regulations 2018, which define trade secrets and the remedies available for their misuse. Where personal data is shared, the terms need to work with UK GDPR and the Data Protection Act 2018. The Contracts (Rights of Third Parties) Act 1999 may be relevant if the agreement benefits parties who aren't signing it. Name English law as the governing jurisdiction, include a sensible dispute-resolution route, and account for intellectual property under the Copyright, Designs and Patents Act 1988 if proprietary material is being disclosed.