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Non Circumvention Agreement Template for Australia

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Key Requirements PROMPT example:

Non Circumvention Agreement

"I need a Non Circumvention Agreement for my consulting business in Sydney, protecting relationships with potential investors and business partners, with specific provisions for international dealings in the Asia-Pacific region."

Document background
The Non Circumvention Agreement is essential in today's interconnected business environment where protecting business relationships and opportunities is crucial. This document is particularly relevant when parties are sharing valuable contacts, engaging in joint business development, or discussing potential deals where there's a risk of being bypassed. Under Australian law, this agreement provides legal protection against unauthorized direct approaches to shared contacts or opportunities, establishing clear obligations and consequences for breach. It's commonly used in business introductions, joint ventures, and intermediary arrangements where maintaining the integrity of business relationships is paramount. The agreement typically includes provisions for confidentiality, specific prohibited actions, duration of obligations, and remedies available under Australian jurisdiction.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement, including their legal names, addresses, and any relevant corporate details

2. Background: Explains the context of the agreement, the existing business relationship, and the purpose of entering into the non-circumvention arrangement

3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Circumvention', 'Business Opportunity', and 'Protected Relationships'

4. Non-Circumvention Obligations: Core section detailing the specific actions parties agree not to take, including direct/indirect circumvention of relationships and business opportunities

5. Confidentiality Obligations: Specifies obligations regarding the handling and protection of confidential information exchanged during business dealings

6. Term and Duration: Specifies how long the agreement remains in effect and any survival provisions

7. Breach and Remedies: Details what constitutes a breach and the consequences, including available remedies and potential liquidated damages

8. Governing Law and Jurisdiction: Specifies that Australian law governs the agreement and designates the jurisdiction for dispute resolution

9. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendment procedures

Optional Sections

1. Commission Structure: Include when the agreement involves specific commission arrangements or fee structures for introduced business

2. Territorial Restrictions: Add when the non-circumvention obligations are limited to specific geographic areas or markets

3. Non-Solicitation: Include when parties wish to prevent solicitation of employees or contractors

4. Dispute Resolution Procedure: Add detailed alternative dispute resolution procedures when parties prefer mediation or arbitration

5. Legitimate Business Exception: Include when certain types of business activities should be exempted from non-circumvention obligations

6. Information Security Requirements: Add when dealing with highly sensitive information requiring specific security measures

7. Group Company Provisions: Include when the agreement needs to cover related entities or group companies

Suggested Schedules

1. Schedule 1 - Protected Relationships: Lists specific business relationships, contacts, or opportunities protected under the agreement

2. Schedule 2 - Confidential Information: Detailed description of the types of confidential information covered

3. Schedule 3 - Commission Structures: Details of any agreed commission rates or fee arrangements

4. Schedule 4 - Restricted Territories: List of geographic areas or markets covered by the agreement

5. Appendix A - Agreed Security Protocols: Specific procedures for handling and protecting confidential information

6. Appendix B - Approved Communication Channels: List of approved methods and channels for sharing protected information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






















Clauses

























Relevant Industries

Business Services

Financial Services

Real Estate

Manufacturing

Technology

International Trade

Professional Services

Investment Banking

Private Equity

Mergers & Acquisitions

Commercial Property

Import/Export

Consulting

Wholesale Distribution

Relevant Teams

Legal

Business Development

Commercial

Executive Leadership

Sales

Strategic Partnerships

Mergers & Acquisitions

Finance

Procurement

International Business

Strategy

Relevant Roles

Business Development Manager

Chief Executive Officer

Managing Director

Commercial Director

Investment Manager

Business Broker

Sales Director

Partnership Manager

Strategic Alliance Manager

Merger & Acquisition Specialist

Contract Manager

Business Owner

Chief Financial Officer

Legal Counsel

Head of Strategy

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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