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The Non-Circumvention and Non-Disclosure (NCND) form serves as a crucial tool for parties engaged in business transactions, particularly when introductions are involved. This agreement is designed to protect the interests of all parties by ensuring that introductions or referrals lead to fair compensation for those who facilitate connections. It establishes clear guidelines that prevent parties from bypassing one another in business dealings, thereby safeguarding the financial rewards associated with successful transactions. Additionally, the NCND form emphasizes the importance of confidentiality, requiring parties to keep sensitive information private and secure. The agreement is irrevocable and non-cancelable for a period of five years, applying to all transactions initiated through introductions made by the parties involved. By outlining specific terms regarding fees, commissions, and the handling of confidential information, the NCND form creates a structured environment where trust and accountability can flourish. This document not only protects the rights of those who introduce potential business partners but also fosters a collaborative atmosphere that can lead to fruitful partnerships.
Key takeaways
Understanding the Non-Circumvention and Non-Disclosure (NCND) form is crucial for parties engaged in business transactions. Here are key takeaways to consider:
- Purpose of the Agreement: The NCND form is designed to protect the interests of parties involved in business introductions. It ensures that all parties are compensated for referrals that lead to successful transactions.
- Irrevocability: Once signed, the agreement is irrevocable and non-cancelable for a period of five years. This means that the obligations outlined in the document cannot be easily dismissed.
- No Circumvention: Parties must not bypass each other in business dealings. Engaging with introduced entities without consent violates the terms of the agreement.
- Confidentiality Obligations: The NCND form imposes strict confidentiality requirements. Parties must not disclose sensitive information, including contact details and business strategies, without written consent.
- Chain of Introductions: The agreement recognizes that introductions can create a chain effect. If a party introduces another to a third party, the original introducer retains rights to any fees from subsequent transactions.
- Dispute Resolution: In case of disagreements, the agreement mandates arbitration through the American Arbitration Association in Denver, Colorado. This process aims to resolve conflicts without resorting to litigation.
- Legal Fees: Should a legal dispute arise, the prevailing party is entitled to reimbursement for reasonable attorney fees and costs incurred during the action.
- Entire Agreement Clause: The NCND form represents the complete understanding between the parties. Any modifications must be documented in writing and signed by both parties to be enforceable.
These takeaways highlight the importance of carefully reviewing and understanding the implications of the NCND form before entering into business agreements.
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Documents used along the form
When engaging in business transactions, parties often utilize various forms and documents to ensure clarity and protection of interests. One such document is the Non-Circumvention and Non-Disclosure (NCND) form, which establishes the terms under which parties agree not to bypass each other in business dealings and to keep certain information confidential. Along with the NCND form, there are several other important documents that may be used to complement it. Here’s a brief overview of some of these documents:
- Confidentiality Agreement: This document focuses solely on protecting sensitive information shared between parties. It outlines what constitutes confidential information and the obligations of each party to maintain its secrecy.
- Dirt Bike Bill of Sale: This legal document records the transaction of a dirt bike, ensuring clarity and proof of ownership transfer between the seller and buyer. For a template, you can refer to Formaid Org.
- Letter of Intent: Often used in preliminary negotiations, this letter expresses the intention of the parties to enter into a formal agreement. It typically outlines the basic terms and conditions of the proposed transaction.
- Memorandum of Understanding (MOU): An MOU is a non-binding agreement that outlines the intentions and expectations of the parties involved. It serves as a framework for future negotiations and agreements.
- Joint Venture Agreement: This document formalizes the partnership between two or more parties to undertake a specific business project. It defines each party's contributions, responsibilities, and profit-sharing arrangements.
- Service Agreement: A service agreement details the terms under which one party agrees to provide services to another. It includes information about the scope of work, payment terms, and duration of the agreement.
- Commission Agreement: This document specifies the terms under which one party will pay another for services rendered, particularly in sales or brokerage scenarios. It outlines the commission structure and payment schedule.
- Non-Disclosure Agreement (NDA): Similar to the confidentiality agreement, an NDA specifically prohibits the sharing of proprietary information. It is often used in situations where sensitive information is exchanged during negotiations.
Utilizing these documents in conjunction with the NCND form can help establish a comprehensive framework for business relationships. Each document serves a unique purpose, ensuring that all parties are aware of their rights and obligations while fostering trust and collaboration.
Dos and Don'ts
When filling out the NCND form, it's important to follow certain guidelines to ensure accuracy and compliance. Here are some dos and don'ts to keep in mind:
- Do read the entire form carefully before starting to fill it out.
- Do provide accurate and complete information for all parties involved.
- Do ensure that all signatures are obtained from authorized individuals.
- Do keep a copy of the completed form for your records.
- Do use clear and legible handwriting or type the information where applicable.
- Don't leave any required fields blank; fill in all necessary information.
- Don't alter the text of the agreement without mutual consent from all parties.
- Don't forget to date the form when signing.
- Don't share confidential information without written consent from the other party.
Common mistakes
When filling out the NCND form, many individuals make common mistakes that can lead to misunderstandings or legal issues. One frequent error is failing to provide complete and accurate information. This form requires specific details about the parties involved, including names and company affiliations. Incomplete or incorrect entries can create confusion and may invalidate parts of the agreement.
Another mistake is not reading the terms carefully. The NCND form contains important clauses regarding confidentiality and non-circumvention. Skimming through these sections can result in overlooking key responsibilities. For instance, parties must understand their obligations regarding the disclosure of confidential information. Ignoring these details can lead to unintended breaches of the agreement.
Many people also neglect to obtain the necessary signatures. The form is not legally binding until all parties have signed it. Without proper signatures, the agreement cannot be enforced. This oversight can cause significant problems, especially if a dispute arises later. Ensuring that all required parties sign the document is crucial.
Lastly, individuals often forget to date the agreement. A date is essential for establishing the timeline of the agreement's validity. Without it, questions may arise about when the terms were agreed upon. This can complicate matters if any disputes occur in the future. Always remember to include the date when signing the NCND form.
File Characteristics
| Fact Name | Details |
|---|---|
| Purpose | The NCND form is designed to protect the interests of parties involved in business transactions by preventing circumvention and unauthorized disclosure of confidential information. |
| Irrevocability | This agreement is irrevocable and non-cancelable for a term of five years from the date of execution, ensuring long-term protection for all parties involved. |
| Confidentiality | Parties agree to maintain confidentiality regarding sensitive information, including the identities and contact details of introduced parties, unless written consent is given. |
| Payment Obligations | Both parties are obligated to pay any fees or commissions due to the other party in connection with transactions initiated through introductions, regardless of awareness of the transaction. |
| Governing Law | This agreement is governed by the laws of the State of Colorado, ensuring compliance with state regulations. |
| Dispute Resolution | In case of disputes, the parties agree to submit the issue to the American Arbitration Association in Denver, Colorado, for resolution. |
| Successors and Assigns | The agreement binds not only the original parties but also their successors and assigns, covering various business entities they may be associated with. |
| Entire Agreement | The NCND form represents the complete understanding between the parties, superseding any prior agreements, whether written or oral. |
Form Sample
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IRREVOCABLE AND
AND
WHEREAS, the undersigned parties anticipate entering into various business transactions either between themselves or between themselves and other third parties some or all of whom may have been introduced by one of the parties to the other(s), and
WHEREAS, the parties recognize the inherent value of an introduction or referral which results in a business transaction which is financially beneficial to one or both of the parties, and
WHEREAS, the parties wish to guarantee that all parties are fairly compensated for such introductions or referrals without which the said business transactions might not otherwise have been initiated or concluded,
NOW, THEREFORE, In consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned parties, intending to be legally bound, do hereby irrevocably agree as follows:
1.NOT TO CIRCUMVENT, AVOID OR BYPASS EACH OTHER DIRECTLY OR INDIRECTLY.
Neither party, shall deal with, contract with or otherwise conduct business with any individual or entity introduced by the other party without the prior knowledge and written permission of the introducing party.
2.NOT TO AVOID PAYMENT OF FEES OR COMMISSIONS IN ANY TRANSACTION WITH ANY ENTITY.
Neither party shall attempt to avoid payment of any fees or commissions due to the other party in connection with any transaction, including any project, loan, service renewal, extension, re- negotiation, contract, agreement, third party assignment, communication or conversation with any entity which transaction was initiated by or the result of an introduction of the entity by one party to the other.
If an introduction by one party to the other results in the successful conclusion of a business transaction with any individual, entity, company, firm, corporation, or other organization, and either party is not informed of or is unaware of the concluded transaction, the party concluding the transaction hereby agrees and guarantees to pay ANY AND ALL commissions and fees earned or received in connection with the transaction to the uninformed party.
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For purposes of this agreement, a person or entity shall be considered “introduced by” a signatory it if that person or entity is in a “chain” of contacts resulting from an original introduction by a Signatory.
For example: Signatory A (mortgage broker) introduces Signatory B (potential borrower) to Signatory C (potential lender, JV partner, investor, buyer, or other entity). C is unable to participate in the business transaction, but refers B to Third party X (2nd potential lender, JV partner, investor, buyer, or other entity) who enters into a transaction with Signatory B. Since Third Party X would not have been aware of or entered into the business transaction with B and/or C but for the original introduction by Signatory A, Third Party X shall be considered “introduced” by Signatory A and Signatory A shall be entitled to any and all fees or commissions specified under any contract between Signatories A and B or A and C.
3.
Each party agrees not to disclose or otherwise reveal to any third party any confidential information provided by the other, particularly that concerning lenders, sellers, borrowers, buyers names, bank information, codes, references and/or any such information advised to the other as being confidential or privileged without the written consent of the other party. Each party agrees to keep confidential the names, addresses, telephone numbers, tax ID numbers, email addresses and fax numbers of any contacts introduced by the other party, unless prior written permission is given by the introducing party.
This agreement is expressly intended to cover negligent or inadvertent disclosure of confidential information, which are also considered violations of this agreement.
4.ADDITIONAL AGREEMENTS OF THE PARTIES.
a.The term of this Agreement shall be five (5) years from the date of its execution and is irrevocable and
b.This agreement shall be binding on the parties, their successors and assigns, including any business entity in which a party has an ownership interest and shall include any proprietorship, company, firm, corporation, LLC, partnership or other business entity of which the party is an employee, member, officer, partner, or agent.
Pg 3 of 4
cAll moneys due and owing from any client transaction undertaken by both parties will be irrevocably and unconditionally guaranteed to be paid without legal impediment upon request.
d.Should a violation, disagreement or dispute occur between the parties arising out of, or connected with this agreement, which cannot be adjusted by and between the parties involved, the disputed disagreement shall be submitted to the American Arbitration Association located in Denver, Colorado and all parties agree to abide by the decision of the referees of said Association. Judgment, upon award, may be entered in any court having jurisdiction thereof.
Notwithstanding the above, both parties agree to fully disclose and inform one another on a current and ongoing basis of all discussions, negotiations and transactions which are under consideration or discussion with any party which is a subject of this agreement. If a party requests updated information by email or telephone regarding the status of a transaction contemplated herein and the other party does not respond within 24 hours of the request, and the requesting party has reasonable grounds to believe that the lack of response is intentional, then the requesting party, at his or her discretion, may take immediate and appropriate legal action to protect such party’s interests under this agreement. Any party who intentionally fails to respond in a timely manner to a request for an information update under this provision hereby waives any claim for damages against the requesting party if any transaction subject hereto is delayed or not concluded as a result of legal action taken by the requesting party under this provision.
e.In the event of any conflict between the terms of this Agreement and any Loan Authorization Agreement, the terms of the Loan Authorization Agreement shall prevail.
f.In the event that either of the parties resorts to legal action against the other, the prevailing party shall be entitled to reimbursement from the other party for all reasonable attorney fees and other costs incurred in such action.
g.This agreement shall be construed and enforced in accordance with the applicable laws and regulations of the State of Colorado.
h.In the event any one or more of the provisions of this agreement shall, for any reason, be held to be invalid, illegal, or unenforceable, the remainder of this agreement shall not be affected thereby.
i.This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes all prior negotiations and proposed agreements, written, or oral. Neither of the parties may alter, amend, nor, modify this agreement except by an instrument in writing signed by both parties, or their duly authorized representatives.
j.Additionally, the parties agree that this instrument may be negotiated via telefax/facsimile/fax transmission, and the respective parties accept the signatures by fax as though they were original.
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BY OUR SIGNATURES WE CONFIRM WE HAVE FULL AUTHORITY TO EXECUTE THIS AGREEMENT AND OBLIGATE ALL ASSOCIATED COMPANIES, FIRMS, CORPORATIONS, PARTNERSHIPS, ORGANIZATIONS, INDIVIDUALS AND/OR ENTITIES CONTEMPLATED HEREIN, WHETHER SPECIFICALLY NAMED OR NOT.
Signature |
|
Dated: ____________ |
Please Print Name
Company Name (Please print or type)
Dated:
Robert E. Larson, President
Janus Mortgage, Inc