Legal Templates
Non Circumvention Agreement

Non Circumvention Agreement for South Africa

Non Circumvention Agreement Template for South Africa

A Non-Circumvention Agreement under South African law is a legally binding document that prevents parties from bypassing each other in business dealings and protects valuable business relationships, opportunities, and confidential information. The agreement is governed by South African contract law and competition regulations, incorporating provisions from the Competition Act 89 of 1998 and common law principles protecting trade secrets. It establishes clear obligations regarding direct and indirect business dealings, protecting commissions and business opportunities while ensuring compliance with South African legal requirements for enforceability.

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What is a Non Circumvention Agreement?

The Non-Circumvention Agreement is essential in South African business transactions where parties need to protect their business relationships, opportunities, and potential revenue streams. It is particularly valuable when sharing sensitive business contacts, opportunities, or information that could be exploited by bypassing the introducing party. This document, governed by South African law, typically includes provisions for protecting confidential information, ensuring commission payments, and preventing direct or indirect circumvention of the business relationship. It's commonly used in broker arrangements, business introductions, and situations where valuable business connections or opportunities are shared between parties. The agreement must comply with South African competition law while providing effective protection for legitimate business interests.

What sections should be included in a Non Circumvention Agreement?

1. Parties: Identification and details of all parties entering into the agreement

2. Background: Context of the business relationship and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Business Opportunity', 'Circumvention', and 'Trade Secrets'

4. Duration: Term of the agreement and any renewal provisions

5. Non-Circumvention Obligations: Core provisions preventing parties from bypassing each other in business dealings

6. Confidentiality Obligations: Requirements for handling and protecting confidential information

7. Permitted Disclosures: Circumstances under which information can be shared and with whom

8. Direct and Indirect Dealings: Prohibition of both direct and indirect circumvention attempts

9. Commission and Fee Protection: Protection of fees and commissions related to business opportunities

10. Breach and Remedies: Consequences of breaching the agreement and available remedies

11. General Provisions: Standard contract clauses including governing law, jurisdiction, and notices

What sections are optional to include in a Non Circumvention Agreement?

1. Non-Solicitation: Prevents parties from soliciting employees or clients, used when parties have access to each other's internal resources

2. Intellectual Property Rights: Additional protection for IP when the business relationship involves creative or technical innovations

3. Alternative Dispute Resolution: Mediation or arbitration clauses for when parties prefer to avoid court proceedings

4. International Provisions: Additional clauses for cross-border dealings, including currency and jurisdiction specifications

5. Digital Communication Protection: Specific provisions for protecting electronic communications and data, important for digital business relationships

6. Survival Clause: Specifies which obligations continue after agreement termination, useful for long-term protection

What schedules should be included in a Non Circumvention Agreement?

1. Schedule A - Protected Relationships: List of specific business relationships, contacts, or opportunities protected under the agreement

2. Schedule B - Commission Structure: Detailed breakdown of commission arrangements and fee structures if applicable

3. Schedule C - Authorized Representatives: List of individuals authorized to receive confidential information

4. Appendix 1 - Confidentiality Protocols: Detailed procedures for handling and protecting confidential information

5. Appendix 2 - Reporting Requirements: Templates and procedures for required reporting between parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Jurisdiction

South Africa

Publisher

Genie AI

Document Type

Non-Disclosure Agreement

Sector

Commercial

Cost

Free to use
Relevant Industries

Banking & Finance

Business Consulting

Commercial Real Estate

Construction

Energy & Resources

Import/Export

Information Technology

Investment & Private Equity

Manufacturing

Mergers & Acquisitions

Mining

Professional Services

Technology & Innovation

Telecommunications

Trade & Commerce

Venture Capital

Relevant Teams

Business Development

Commercial

Compliance

Contract Management

Corporate Development

Executive Leadership

Finance

Legal

Mergers & Acquisitions

Operations

Partnerships

Procurement

Project Management

Risk Management

Sales

Strategic Planning

Relevant Roles

Business Development Manager

CEO

Chief Commercial Officer

Chief Financial Officer

Commercial Director

Compliance Officer

Contract Manager

Director of Operations

Executive Director

Head of Partnerships

Investment Manager

Legal Counsel

Managing Director

Merger & Acquisition Specialist

Operations Manager

Procurement Manager

Project Manager

Sales Director

Strategic Partnership Manager

Trade Finance Manager

Industries
Competition Act 89 of 1998: This Act regulates anti-competitive practices and ensures the agreement doesn't unfairly restrict trade or create monopolistic conditions. Non-circumvention agreements must be reasonable and not overly restrictive.
Protection of Personal Information Act (POPIA) 4 of 2013: Governs the handling of personal information that might be exchanged during business dealings and must be protected under the non-circumvention agreement.
South African Contract Law (Common Law): Governs the formation and enforcement of contracts, ensuring the agreement meets requirements for validity including offer, acceptance, consideration, and capacity to contract.
Trade Secrets Protection (Common Law): South African common law principles protecting confidential information and trade secrets, which are crucial elements in non-circumvention agreements.
Electronic Communications and Transactions Act 25 of 2002: Relevant if the agreement is executed electronically or involves electronic communications and transactions between parties.
Consumer Protection Act 68 of 2008: May be applicable if one party is a consumer, affecting terms related to fairness, reasonableness, and disclosure requirements.
Companies Act 71 of 2008: Relevant when parties to the agreement are companies, governing corporate capacity and authority to enter into contracts.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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