Article Structure
The Non-Circumvention and Non-Disclosure (NCND) form serves as a crucial document for parties engaged in business transactions, particularly when introductions between entities are involved. Designed to protect the interests of all parties, this agreement establishes clear guidelines on how introductions and referrals should be handled to ensure fair compensation. It outlines the responsibilities of each party, emphasizing the importance of not circumventing or bypassing one another in business dealings. The form also addresses the need for confidentiality, mandating that sensitive information shared during negotiations remains private unless explicit consent is granted for disclosure. Additionally, it includes provisions that govern the duration of the agreement, typically set for five years, and specifies that it is irrevocable and non-cancelable during this period. The NCND form also clarifies that any fees or commissions arising from transactions initiated through introductions must be honored, thereby safeguarding the financial interests of all involved. By outlining these essential aspects, the NCND form fosters trust and accountability, laying the groundwork for successful and mutually beneficial business relationships.
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.
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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
Document Specifications
| Fact Name | Description |
|---|---|
| Purpose | The NCND form is designed to protect the interests of parties entering into business transactions by ensuring that all introductions and referrals are compensated fairly. |
| Non-Circumvention Clause | This clause prohibits either party from bypassing the other when dealing with individuals or entities introduced by one party, ensuring that introductions lead to compensation. |
| Confidentiality Agreement | Both parties agree to keep all confidential information private, including details about contacts and transactions, unless written consent is given to disclose such information. |
| Duration | The agreement is irrevocable and non-cancelable for a term of five years from the date of execution, covering all transactions initiated during that period. |
| Governing Law | This agreement is governed by the laws of the State of Colorado, ensuring that any disputes are resolved according to local regulations. |
Steps to Filling Out Ncnd
Filling out the NCND form is an important step in establishing a clear understanding between parties regarding business transactions. Once completed, this form will help ensure that all parties involved are aware of their obligations and rights, fostering trust and transparency. Here’s how to fill out the form correctly.
- Begin by reading the entire form thoroughly to understand its contents and implications.
- Locate the section for signatures at the end of the document.
- In the “Signature” field, sign your name to confirm your agreement to the terms outlined in the document.
- Next, find the “Dated” field next to your signature and enter the current date.
- Proceed to the “Please Print Name” section and clearly write your full name.
- In the “Company Name” field, print or type the name of your company as it appears in official documents.
- Ensure all information is accurate and legible before submitting the form.
More About Ncnd
What is the purpose of the NCND form?
The NCND form, which stands for Non-Circumvention and Non-Disclosure Agreement, is designed to protect the interests of parties involved in business transactions. It ensures that parties do not bypass each other when dealing with introduced contacts. The form also safeguards confidential information shared during these transactions, preventing unauthorized disclosure to third parties.
How long does the NCND agreement last?
The NCND agreement is effective for a term of five years from the date it is executed. During this period, the agreement remains irrevocable and non-cancelable. This means that all parties are bound by its terms for the entire duration, regardless of whether specific transactions are successful.
What happens if one party violates the NCND agreement?
If a violation occurs, the parties are required to resolve the issue through arbitration. The American Arbitration Association in Denver, Colorado, will handle disputes that cannot be settled amicably. Both parties agree to abide by the arbitration decision, and any judgment may be enforced in a court with appropriate jurisdiction.
Are there any fees or commissions involved?
Yes, the NCND agreement stipulates that if one party introduces a contact that leads to a business transaction, the other party must pay any agreed-upon fees or commissions. This obligation exists even if the introducing party is not informed about the transaction's conclusion. It ensures fair compensation for introductions that lead to successful deals.
What types of information are considered confidential under the NCND agreement?
The NCND agreement covers various types of confidential information. This includes, but is not limited to, names, addresses, contact details, and financial information of introduced parties. Parties are prohibited from disclosing this information to third parties without prior written consent from the other party. This protection extends to negligent or inadvertent disclosures as well.
Can the terms of the NCND agreement be modified?
Yes, the terms of the NCND agreement can be modified, but only through a written instrument signed by both parties. Any changes must be documented to ensure clarity and mutual understanding. This requirement helps maintain the integrity of the agreement and ensures that all parties are aware of any alterations.
Common mistakes
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Incomplete Information: Failing to fill out all required fields can lead to delays or even rejection of the form. Make sure every section is complete.
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Incorrect Signatures: Not signing the form correctly can invalidate the agreement. Ensure that all parties sign in the designated areas.
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Missing Dates: Forgetting to include dates next to signatures can create confusion about when the agreement was executed. Always double-check for this detail.
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Failure to Identify Parties: Not clearly identifying all parties involved can lead to ambiguity. Use full names and titles to avoid misunderstandings.
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Ignoring Confidentiality Clauses: Overlooking the importance of confidentiality can have serious repercussions. Be sure to understand and agree to these terms.
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Not Keeping a Copy: Failing to retain a copy of the signed agreement can lead to disputes later. Always keep a record for your files.
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Misunderstanding Terms: Not fully grasping the terms of the agreement can lead to unintended consequences. Take the time to read and understand every provision.
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Neglecting to Review with Legal Counsel: Skipping a review by a legal professional can result in overlooking important legal implications. Consult with an attorney if possible.
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Assuming Verbal Agreements are Sufficient: Believing that verbal agreements will suffice can be a costly mistake. Ensure all agreements are documented in writing.
Documents used along the form
The Non-Circumvention and Non-Disclosure (NCND) form is often accompanied by several other important documents that help clarify the terms of business relationships and protect the interests of the parties involved. Below are four commonly used forms and documents that are frequently associated with the NCND form.
- Confidentiality Agreement: This document establishes a legal framework for protecting sensitive information shared between parties. It outlines what constitutes confidential information, the obligations of the parties to maintain confidentiality, and the consequences of unauthorized disclosure.
- Letter of Intent (LOI): An LOI is a preliminary agreement that outlines the main terms and conditions of a prospective business transaction. It serves as a framework for negotiations and indicates the intention of the parties to move forward with a formal agreement, often including key details such as pricing, timelines, and responsibilities.
- Joint Venture Agreement: This agreement formalizes the collaboration between two or more parties to undertake a specific business project. It details each party's contributions, responsibilities, profit-sharing arrangements, and the duration of the partnership, thereby providing clarity and structure to the joint efforts.
- Brokerage Agreement: This document outlines the terms under which a broker will facilitate transactions between parties. It specifies the broker's duties, compensation structure, and the scope of services to be provided, ensuring that all parties understand their roles and responsibilities within the transaction.
Utilizing these documents in conjunction with the NCND form can help ensure that all parties involved in a business transaction have a clear understanding of their rights and obligations. This comprehensive approach aids in minimizing disputes and fosters a more cooperative business environment.
Similar forms
The Non-Disclosure Agreement (NDA) is similar to the NCND form in that both documents aim to protect sensitive information shared between parties. An NDA explicitly outlines what information is confidential and how it should be handled. Like the NCND, it prevents parties from disclosing proprietary information to third parties without consent. Both agreements emphasize the importance of trust and confidentiality in business relationships, ensuring that parties can communicate openly without fear of unauthorized disclosure.
The Non-Circumvention Agreement (NCA) shares similarities with the NCND form as both documents seek to protect the interests of parties involved in business transactions. The NCA specifically prohibits one party from bypassing the other to engage directly with a client or contact introduced by the first party. This is akin to the NCND's stipulation against circumventing introductions. Both agreements aim to foster fair business practices and ensure that all parties receive due recognition and compensation for their contributions.
The Partnership Agreement also resembles the NCND form in that it establishes clear expectations and responsibilities between parties. While a Partnership Agreement typically outlines the terms of a business relationship, including profit sharing and decision-making processes, it similarly emphasizes mutual respect and cooperation. Like the NCND, it seeks to protect the interests of all involved, ensuring that each party understands their role and the importance of maintaining confidentiality and trust.
Lastly, the Confidentiality Agreement (CA) is closely aligned with the NCND form. Both documents focus on safeguarding sensitive information shared between parties. The CA, like the NCND, defines what constitutes confidential information and sets guidelines for its use. This agreement reinforces the notion that both parties have a vested interest in protecting each other’s proprietary information, fostering a secure environment for business discussions and transactions.
Dos and Don'ts
When filling out the NCND form, it is essential to follow certain guidelines to ensure clarity and compliance. Here are four things you should and shouldn't do:
- Do read the entire agreement carefully before signing. Understanding all terms is crucial.
- Do provide accurate and complete information. Ensure that all names, dates, and details are correct.
- Don't leave any sections blank. Every part of the form should be filled out to avoid confusion later.
- Don't alter the terms of the agreement without mutual consent. Changes should be documented in writing and signed by all parties.
Misconceptions
Misconceptions about the Non-Circumvention and Non-Disclosure (NCND) form can lead to confusion and unintended consequences in business dealings. Here are seven common misconceptions, along with explanations to clarify the realities of the NCND form:
- The NCND form is optional. Many believe that using the NCND form is a choice. In reality, it is a binding agreement that both parties must adhere to once signed. It ensures protection against circumvention and unauthorized disclosure of confidential information.
- The NCND form only protects one party. This is incorrect. The NCND form is designed to protect the interests of all parties involved. Each party agrees to uphold the terms, ensuring mutual protection against breaches.
- Some think that signing this form restricts their ability to engage in business. In fact, it allows for business transactions while safeguarding introductions and confidential information.
- Confidential information is loosely defined. Many assume that confidentiality is subjective. The NCND form specifically outlines what constitutes confidential information, including names, financial details, and any data marked as confidential.
- The NCND form is only valid for a short time. A common belief is that the agreement has a brief duration. However, the NCND form typically remains in effect for five years, as stated in the agreement, and covers all related transactions during that period.
- Violations of the NCND form are not enforceable. Some may think that breaches of the agreement carry no consequences. In reality, violations can lead to legal action, and the prevailing party may recover attorney fees and costs incurred.
- Signing the NCND form is a guarantee of success in business dealings. It is a misconception that this agreement ensures profitable outcomes. The NCND form does not guarantee successful transactions; it merely protects the parties involved during the process.
Key takeaways
When filling out and using the Non-Circumvention and Non-Disclosure (NCND) form, consider these key takeaways:
- Understand the Purpose: The NCND form is designed to protect introductions and ensure that all parties are fairly compensated for their contributions in business transactions.
- Confidentiality is Key: All parties must keep sensitive information private. This includes names, contact details, and any other confidential data shared during the course of business.
- Be Clear on Introductions: Know that an introduction can extend beyond the initial parties involved. If a third party is introduced as a result of an introduction, the original introducer retains rights to any associated commissions.
- Duration of Agreement: The agreement lasts for five years and is non-cancelable. It applies to all transactions, regardless of their success.
- Dispute Resolution: If disagreements arise, they must be submitted to the American Arbitration Association in Denver, Colorado. This ensures a structured resolution process.
- Legal Obligations: Both parties must fulfill their financial obligations without delay. Failure to respond to information requests can lead to legal action to protect interests.