Non-circumvention Clause
(Confidentiality Agreement)

Summary

This non-circumvention clause can be included in a confidentiality agreement to protect a party's confidential information and business contacts regarding a potential business opportunity. This template includes practical guidance and drafting notes. A non-circumvention provision helps minimize the risks associated with a counterparty's unauthorized use or dissemination of a business' proprietary information. The clause precludes the counterparty from working with the protected entity's business partners and contacts in a manner detrimental to the protected party's business concerning a potential transaction or opportunity. This clause is unilateral and only protects the disclosing party, and is therefore suitable for an agreement whereby only one of the parties will be disclosing confidential information, such as when considering a joint venture relationship, conducting due diligence, or soliciting proposals from vendors. In transactions where both parties will disclose confidential information, the clause can be made mutual to protect the business contacts and relationships of each. For a full listing of related confidentiality content, see Confidentiality and Non-disclosure Agreements Resource Kit. See also, Confidential Information Protections, Confidentiality Agreements, Confidentiality and Non-Circumvention Agreement, and Unilateral Confidentiality Agreement (Pro-Disclosing Party).