Table of Contents
The Non-Circumvention and Non-Disclosure (NCND) form is an essential tool for parties engaging in business transactions. This agreement helps ensure that all parties involved are recognized and compensated fairly for their introductions and referrals. At its core, the NCND form establishes a commitment not to bypass or circumvent each other in business dealings. It also emphasizes the importance of confidentiality, protecting sensitive information shared during negotiations. The agreement covers various aspects, including the non-disclosure of confidential information and the obligation to pay commissions for successful transactions that result from introductions. The NCND form is irrevocable and non-cancelable for a period of five years, ensuring that the terms remain binding. This document is crucial for maintaining trust and accountability among parties, ultimately fostering a more collaborative business environment.
Sample - Ncnd Form
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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
File Specs
| Fact Name | Details |
|---|---|
| Purpose | The NCND form is designed to protect the interests of parties involved in business transactions by ensuring that introductions and referrals are respected and compensated. |
| Irrevocability | This agreement is irrevocable and non-cancelable for a term of five years from the date of execution. |
| Non-Circumvention Clause | Parties agree not to bypass each other when dealing with individuals or entities introduced by the other party without prior written consent. |
| Payment Obligations | Parties must not avoid payment of fees or commissions due in connection with any transaction resulting from an introduction. |
| Confidentiality | Each party agrees to keep confidential information private, including names and financial details of contacts introduced by the other party. |
| Dispute Resolution | Disputes must be submitted to the American Arbitration Association in Denver, Colorado, and parties agree to abide by the decision. |
| Governing Law | This agreement is governed by the laws of the State of Colorado. |
| Entire Agreement | The NCND form contains the entire agreement between the parties, superseding all prior negotiations and agreements. |
| Signature Authority | By signing, parties confirm they have the authority to execute the agreement and bind associated entities. |
Ncnd - Usage Guidelines
Completing the NCND form requires careful attention to detail. After filling out the form, it is essential to ensure that all parties involved understand the terms and obligations outlined within. This agreement lays the groundwork for future business transactions while protecting the interests of all signatories.
- Begin by reading the entire document thoroughly to understand its terms and implications.
- Locate the section for signatures at the bottom of the last page.
- Each party must sign the form, confirming their authority to execute the agreement.
- Next, write the date next to each signature to indicate when the agreement was executed.
- Print or type the name of each signatory in the designated area below their signature.
- Include the company name associated with each signatory, ensuring it is clearly printed or typed.
- After all parties have signed, retain a copy for your records and distribute copies to all involved parties.
Your Questions, Answered
What is an NCND form?
The NCND form, or Non-Circumvention and Non-Disclosure Agreement, is a legal document designed to protect the interests of parties involved in business transactions. It ensures that parties do not bypass each other in dealings with introduced contacts and that confidential information remains private.
Why is the NCND form important?
This form is crucial because it establishes trust between parties. By signing the NCND, each party agrees to respect the introductions made and to keep sensitive information confidential. This framework helps facilitate business transactions without the fear of exploitation or unauthorized disclosures.
How long does the NCND agreement last?
The NCND agreement is effective for five years from the date it is signed. During this period, it remains irrevocable and non-cancelable, ensuring that both parties are bound by its terms for the duration of the agreement.
What happens if one party violates the NCND agreement?
If a violation occurs, the affected party can take legal action. The agreement stipulates that disputes should be submitted to the American Arbitration Association in Denver, Colorado. The decision made by the arbitrators will be binding, and the prevailing party may recover reasonable attorney fees and costs from the other party.
Can the NCND agreement be modified?
Yes, the NCND agreement can be modified, but only through a written instrument signed by both parties. This requirement ensures that any changes are mutually agreed upon and documented, providing clarity and security for both parties.
What types of information are considered confidential under the NCND?
Confidential information includes any sensitive data shared between the parties, such as names, addresses, financial details, and any other information designated as confidential. Both parties must protect this information and cannot disclose it without written consent.
Who is bound by the NCND agreement?
The NCND agreement binds not only the signatories but also their successors and assigns. This includes any business entities in which a party has an ownership interest, ensuring that the terms apply broadly to all related parties.
What should I do if I have questions about the NCND agreement?
If you have questions or concerns about the NCND agreement, it is advisable to consult with a legal professional. They can provide guidance tailored to your specific situation and help ensure that your rights and interests are protected.
Common mistakes
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Failing to read the entire agreement thoroughly. Understanding all terms is essential before signing.
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Not providing complete and accurate information in the signature section. Ensure that names and titles are correct.
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Omitting the date of signature. This can lead to confusion regarding the effective date of the agreement.
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Neglecting to print names and company names clearly. Illegible handwriting can cause misunderstandings.
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Forgetting to obtain necessary approvals. Ensure that all parties have the authority to enter into the agreement.
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Ignoring the confidentiality clause. Be mindful of what information is shared and with whom.
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Not keeping a copy of the signed agreement. Retaining a copy is important for future reference.
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Assuming verbal agreements are sufficient. All modifications must be documented in writing.
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Overlooking the arbitration clause. Understand the implications of resolving disputes through arbitration.
Documents used along the form
The Non-Circumvention and Non-Disclosure (NCND) form is a vital document for businesses engaging in transactions where introductions and referrals are common. To ensure a comprehensive understanding of the business relationship and to protect all parties involved, several other forms and documents are often used alongside the NCND. Below is a list of these important documents.
- Confidentiality Agreement: This document ensures that parties involved in a business transaction agree to keep sensitive information private. It outlines what constitutes confidential information and the obligations of the parties to protect it from unauthorized disclosure.
- Letter of Intent: A letter of intent outlines the preliminary understanding between parties before finalizing a formal agreement. It serves as a roadmap for negotiations and typically includes the key terms and conditions that will be included in the final contract.
- Broker Agreement: This agreement details the relationship between a broker and their client. It specifies the services to be provided, the fees involved, and the obligations of both parties, ensuring clarity in the broker-client relationship.
- Partnership Agreement: A partnership agreement establishes the terms under which two or more parties will work together. It includes details about each partner's contributions, responsibilities, profit sharing, and dispute resolution methods.
- Service Agreement: This document outlines the terms under which one party will provide services to another. It specifies the scope of work, payment terms, and duration of the service, ensuring both parties understand their commitments.
- Non-Disclosure Agreement (NDA): Similar to a confidentiality agreement, an NDA specifically prohibits one or more parties from disclosing confidential information shared during the course of a business relationship. It is crucial for protecting proprietary information and trade secrets.
Understanding these documents and their purposes can significantly enhance the effectiveness of business transactions. Each plays a role in establishing clear expectations, protecting sensitive information, and ensuring that all parties are on the same page. It is essential to consider these forms carefully to safeguard your interests in any business dealings.
Similar forms
The Non-Disclosure Agreement (NDA) shares similarities with the NCND form in that both documents aim to protect sensitive information shared between parties. An NDA specifically prohibits the sharing of confidential information with third parties, ensuring that any proprietary data remains secure. Like the NCND, an NDA outlines the obligations of the parties involved regarding confidentiality and typically includes provisions for what constitutes confidential information. Both agreements emphasize the importance of trust and the need for protection in business dealings, making them essential tools in maintaining privacy and safeguarding interests.
The Non-Circumvention Agreement (NCA) is another document akin to the NCND form, as it focuses on preventing one party from bypassing the other in business transactions. The NCA ensures that if one party introduces another to a potential business opportunity, the introduced party cannot engage directly with the opportunity without involving the introducing party. This aligns with the NCND's provisions that prohibit circumvention and emphasize the importance of recognizing and compensating for introductions. Both agreements work to establish a framework that protects the interests of all parties involved in business transactions.
The Memorandum of Understanding (MOU) is similar to the NCND form in that it outlines the intentions and expectations of the parties entering into a business relationship. While an MOU may not be legally binding, it serves as a formal agreement that can help clarify the roles and responsibilities of each party. Like the NCND, an MOU can include confidentiality clauses and non-circumvention provisions, ensuring that both parties are on the same page regarding sensitive information and introductions. This document helps to create a mutual understanding, paving the way for successful collaborations.
Finally, the Joint Venture Agreement (JVA) shares commonalities with the NCND form, particularly in the context of protecting the interests of parties working together on a project. A JVA outlines the terms of collaboration, including the sharing of profits, responsibilities, and resources. Similar to the NCND, a JVA often includes clauses that address confidentiality and non-circumvention to safeguard proprietary information and ensure that all parties receive fair compensation for their contributions. Both documents aim to foster a cooperative environment while protecting the interests of each party involved.
Dos and Don'ts
When filling out the NCND form, there are important dos and don'ts to keep in mind. Here’s a helpful list:
- Do read the entire agreement carefully before signing.
- Do ensure all parties involved are clearly identified.
- Do keep a copy of the signed agreement for your records.
- Do seek clarification on any terms that are unclear.
- Do provide accurate contact information for all parties.
- Don’t rush through the form; take your time to understand it.
- Don’t sign without confirming that all parties have agreed to the terms.
- Don’t share confidential information without written consent.
- Don’t attempt to circumvent the agreement in any way.
Misconceptions
Misconceptions about the Non-Circumvention and Non-Disclosure (NCND) form can lead to misunderstandings about its purpose and function. Here are four common misconceptions:
- Misconception 1: The NCND form is only for protecting financial information.
- Misconception 2: The NCND form is only relevant for large transactions.
- Misconception 3: Signing an NCND form guarantees a successful business transaction.
- Misconception 4: The NCND form is unnecessary if there is already a verbal agreement.
This is incorrect. While financial confidentiality is important, the NCND form also protects introductions and referrals. It ensures that parties receive credit and compensation for their connections, regardless of the financial details involved.
In reality, the NCND form can be beneficial for any size transaction. Whether the deal is big or small, the principles of non-circumvention and non-disclosure apply equally, safeguarding the interests of all parties involved.
This is a misconception. The NCND form does not guarantee success. Instead, it establishes a framework for how parties should conduct themselves regarding introductions and confidentiality. Success still depends on the quality of the business deal and the parties' efforts.
Relying on a verbal agreement can be risky. The NCND form provides a written record of the parties' commitments, which is critical for clarity and enforceability. A written agreement helps prevent disputes and misunderstandings down the line.
Key takeaways
When engaging with the Non-Circumvention and Non-Disclosure (NCND) form, it is essential to understand its implications and requirements. Here are key takeaways to consider:
- Purpose of the NCND: The NCND form is designed to protect the interests of parties involved in business transactions. It ensures that introductions and referrals are respected and that parties are compensated for their efforts.
- Irrevocability: Once signed, the agreement is irrevocable and non-cancelable for a period of five years. This commitment emphasizes the seriousness of the obligations undertaken.
- Confidentiality: Parties must maintain the confidentiality of sensitive information. This includes not disclosing any details about introduced contacts or business dealings without written consent.
- Non-Circumvention Clause: The agreement prohibits parties from bypassing each other in business dealings with introduced entities. This clause protects the introducing party's interests and potential earnings.
- Fees and Commissions: The NCND stipulates that any fees or commissions earned from transactions involving introduced parties must be shared with the introducing party, even if they are not directly informed of the transaction.
- Dispute Resolution: In case of disagreements, the agreement mandates that disputes be submitted to the American Arbitration Association in Denver, Colorado. This provides a structured approach to resolving conflicts.
- Legal Compliance: The agreement is governed by the laws of Colorado. It is crucial for all parties to understand the legal framework that applies to their agreement.
Understanding these key aspects can help parties navigate their responsibilities and rights under the NCND form effectively.