Confidentiality & Non-Circumvention Agreement Lawyers
Non-Circumvention Agreements drafted by expert Confidentiality Agreement Lawyers
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what are non-circumvention Contracts?
Non circumvention agreements are agreements that prevent a party from being cut out of a deal. they are normally found with non-disclosure clauses.
Introduction
The typical scenario is where a party (a “disclosing party”) discloses confidential information about some commercial opportunity to another party (a “receiving party”). A number of different scenarios could then occur: (i) The receiving party discloses the confidential information to a third party, who in turn discloses the information to another party and so on. (ii) The receiving party uses the information to capitalise on the commercial opportunity by approaching a third party circumventing the disclosing party. (iii) The receiving party discloses the confidential information to a third party (or some other party further down the chain) who uses the information to capitalise on the commercial opportunity circumventing the disclosing party.
In the above scenarios there is the duty of confidentiality – protection from disclosure or further disclosure and there is the circumvention, that is, an approach by the receiving party to a third party without the consent of the disclosing party.
WHY DO I NEED Non-circumvention Agreements?
Non-circumvention is where one party is introduced to a customer, client or business partner of another party, with a view to some kind of business opportunity, and then the party being introduced makes direct contact in relation to the business opportunity. The introducer is left out of the loop.
Confidential and non-circumvention relationships are implied at common law (i.e. there is no need for a written contract). They can also be implied in a contract. Finally, they can be expressly provided for by way of a written contract. The courts will take a common sense approach in determining the existence of a non-circumvention relationship in all three circumstances.
The implied common law confidential and/or non-circumvention relationship is the most difficult to establish. You have to show that both parties intended to enter into a non-circumvention relationship through inference evidence. Having a contract, whether or not it expressly deals with non-circumvention, makes it easier to prove a non-circumvention relationship exists.