Ncnd PDF Template

The Non-Circumvention and Non-Disclosure (NCND) form is a legal agreement designed to protect the interests of parties involved in business transactions. It ensures that introductions made between parties are honored and that confidential information remains secure. To safeguard your business dealings, consider filling out the NCND form by clicking the button below.

Article Guide

The Non-Circumvention and Non-Disclosure (NCND) form serves as a critical tool in business transactions, especially when parties are introduced to one another through a referral. This agreement ensures that all parties involved understand the importance of protecting introductions that could lead to profitable deals. It emphasizes that neither party can bypass the other when dealing with individuals or entities introduced by the other party. Payment of fees and commissions must also be honored, safeguarding the financial interests of both parties. The NCND form includes provisions for confidentiality, ensuring that sensitive information shared during these transactions remains protected. This agreement is irrevocable and non-cancelable for five years, covering all transactions initiated by the introductions. Additionally, it outlines the obligations of the parties, including the need for transparency in communication and the consequences of failing to respond to requests for updates. By signing this form, parties commit to a framework that values trust and accountability in their business dealings.

Ncnd Preview

Pg 1 of 4

IRREVOCABLE AND NON-CANCELABLE

NON-CIRCUMVENTION

AND NON-DISCLOSURE AGREEMENT

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.

Pg 2 of 4

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 (2

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. NON-DISCLOSURE

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 non-cancelable during that time. It shall apply to any and all

transactions between the signing parties themselves or between a signing party and a non-signing

third party resulting from an introduction by one signing party to the other signing party,

regardless of the success of any specific transaction or project. The parties agree that the

identities of third parties who are introduced under this agreement are and shall forever remain,

the proprietary asset of the introducing party.

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

c All 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.

Pg 4 of 4

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

↓ Ncnd

File Properties

Fact Name	Details
Purpose	The NCND form is designed to protect the interests of parties involved in business transactions by preventing circumvention and ensuring confidentiality.
Duration	This agreement is irrevocable and non-cancelable for a term of five years from the date of execution.
Governing Law	The agreement is governed by the laws of the State of Colorado.
Confidentiality	Parties agree to keep all confidential information private and not disclose it to third parties without written consent.
Dispute Resolution	Disputes arising from this agreement must be submitted to the American Arbitration Association in Denver, Colorado.

Instructions on Utilizing Ncnd

Filling out the NCND form is a straightforward process. Once completed, this form will establish important agreements between the involved parties. It is crucial to ensure that all information is accurate and clearly presented to avoid any misunderstandings in the future.

Start by reading the entire form carefully to understand the terms and conditions.
In the designated area, provide the date of execution.
Next, print your name clearly in the "Please Print Name" section.
Then, enter your company name in the "Company Name" section.
Sign the form in the area marked "Signature." Make sure your signature is clear and legible.
After signing, date the form in the space provided next to your signature.

Important Facts about Ncnd

What is an NCND form?

The NCND form stands for Non-Circumvention and Non-Disclosure Agreement. It is a legal document that ensures parties involved in business transactions do not bypass each other or disclose confidential information without permission. This agreement helps protect the interests of all parties involved, particularly regarding introductions and referrals that lead to business opportunities.

Why should I use an NCND form?

Using an NCND form is crucial for protecting your business relationships. If you introduce someone to a potential client or partner, this agreement ensures that you will receive credit and any fees or commissions due to you. It also protects sensitive information from being disclosed to third parties, which can be vital in maintaining competitive advantage.

How long is the NCND agreement valid?

The NCND agreement is valid for five years from the date it is signed. During this period, it is irrevocable and non-cancelable. This means that both parties are bound by its terms for the entire duration, regardless of the success of any specific transaction.

What happens if one party violates the NCND agreement?

If a violation occurs, the affected party can seek legal remedies. The agreement outlines 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 ensures that any changes are agreed upon and documented, providing clarity and protection for both sides.

What is considered confidential information under the NCND?

Confidential information includes any sensitive data shared between the parties, such as names, financial details, and contact information related to business transactions. Each party agrees to keep this information private and not disclose it without the other party's written consent.

Does the NCND agreement cover third parties?

Yes, the NCND agreement applies to transactions involving third parties introduced by one of the signing parties. If a business transaction occurs as a result of such an introduction, the introducing party is entitled to any fees or commissions associated with that transaction.

What if I do not receive a response from the other party?

If you do not receive a timely response to a request for information, and you believe this lack of response is intentional, you may take legal action to protect your interests. The agreement specifies that failure to respond can waive any claims for damages if a transaction is delayed as a result.

Where is the NCND agreement governed?

The NCND agreement is governed by the laws and regulations of the State of Colorado. This means that any legal matters arising from the agreement will be handled according to Colorado law.

Common mistakes

Filling out the NCND form correctly is crucial for ensuring that all parties involved are protected and that the agreement is valid. However, there are common mistakes that individuals often make when completing this form. Awareness of these pitfalls can help prevent issues down the line.

One frequent error is failing to provide complete information. It is essential to fill in all requested details, including names, company names, and dates. Incomplete forms can lead to misunderstandings and may invalidate the agreement. Every section of the form serves a purpose, and omitting information can result in complications.

Another mistake is not reading the agreement thoroughly before signing. Many people rush through the document without fully understanding the terms. This can lead to unintentional violations of the agreement later on. Taking the time to read and comprehend each section is vital for ensuring compliance with the terms laid out in the document.

Some individuals also neglect to obtain the necessary signatures. Both parties must sign the agreement for it to be legally binding. A lack of signature from one party can render the entire agreement ineffective. Therefore, it’s important to confirm that all required signatures are in place before finalizing the document.

Additionally, people often forget to keep a copy of the signed agreement. Having a personal record is important for reference and can help in case any disputes arise. Without a copy, individuals may find themselves in a difficult position if they need to recall specific terms or conditions later.

Another common oversight is not specifying the duration of the agreement. The NCND form requires a clear statement regarding how long the terms will be in effect. Failing to mention this can lead to confusion about the obligations of each party over time.

Furthermore, individuals may overlook the importance of disclosure obligations. The agreement emphasizes confidentiality, and failing to understand what constitutes confidential information can lead to breaches. It’s crucial to recognize what information must remain private to avoid potential legal issues.

Lastly, people sometimes ignore the arbitration clause included in the agreement. This clause outlines the process for resolving disputes, and not being aware of it can lead to complications if disagreements arise. Understanding this provision can save time and resources in the event of a conflict.

By being mindful of these common mistakes, individuals can ensure that they fill out the NCND form accurately and effectively, thereby protecting their interests and fostering successful business relationships.

Documents used along the form

The Non-Circumvention and Non-Disclosure (NCND) form is often accompanied by several other important documents that help to protect the interests of all parties involved in business transactions. Understanding these forms can enhance clarity and ensure compliance with agreements. Below is a list of common documents used alongside the NCND form.

Confidentiality Agreement: This document ensures that all parties involved agree to keep sensitive information private. It outlines what constitutes confidential information and the obligations of each party regarding its use and disclosure.
Letter of Intent: A Letter of Intent (LOI) expresses the intention of parties to engage in a business transaction. It often outlines the basic terms of the agreement and serves as a preliminary step before drafting a formal contract.
Broker Agreement: This document defines the relationship between a broker and their client. It specifies the broker’s duties, compensation, and the terms under which the broker will operate.
Service Agreement: A Service Agreement details the services to be provided by one party to another. It includes terms of service, payment structures, and the duration of the agreement, ensuring clarity in business operations.
Partnership Agreement: This agreement outlines the terms and conditions of a partnership between two or more parties. It covers profit sharing, responsibilities, and the process for resolving disputes, ensuring all partners are on the same page.
Memorandum of Understanding (MOU): An MOU is a non-binding document that outlines the intentions and expectations of the parties involved. It serves as a framework for future agreements and clarifies the roles of each party.
Escrow Agreement: This document is used to hold funds or assets in trust until certain conditions are met. It protects both parties in a transaction by ensuring that obligations are fulfilled before the release of funds.
Termination Agreement: A Termination Agreement outlines the conditions under which a contract may be ended. It specifies the responsibilities of each party upon termination and helps to prevent disputes in the future.

Each of these documents plays a vital role in fostering trust and clarity in business relationships. It is crucial to understand how they work together with the NCND form to safeguard interests and ensure successful transactions.

Similar forms

The Non-Circumvention and Non-Disclosure (NCND) form is a critical document in business transactions, ensuring that parties do not bypass each other and that confidential information remains protected. Several other documents serve similar purposes. Below is a list of five documents that share similarities with the NCND form:

Non-Disclosure Agreement (NDA): Like the NCND, an NDA protects confidential information shared between parties. It ensures that sensitive data is not disclosed to unauthorized individuals or entities, fostering trust in business relationships.
Confidentiality Agreement: This document is often synonymous with an NDA. It establishes the obligation of parties to keep certain information private, similar to the confidentiality clauses found in the NCND form.
Mutual Non-Disclosure Agreement: This agreement is designed for situations where both parties will share confidential information. It mirrors the NCND in its aim to protect both parties from unauthorized disclosures while engaging in discussions or transactions.
Broker Agreement: A broker agreement outlines the terms under which a broker will operate, including non-circumvention provisions. It shares the NCND's focus on protecting introductions and ensuring that commissions are paid for successful transactions.
Partnership Agreement: This document governs the relationship between partners in a business venture. It often includes clauses that prevent circumvention and protect proprietary information, similar to the provisions found in the NCND form.

Dos and Don'ts

When filling out the NCND form, keep these important dos and don'ts in mind:

Do read the entire agreement carefully before signing.
Do ensure all parties involved have the authority to enter into the agreement.
Do provide accurate and complete information in all sections of the form.
Do keep a copy of the signed agreement for your records.
Don't leave any sections blank; fill in all required fields.
Don't share confidential information without written consent from the other party.

Misconceptions

Misconceptions about the NCND form can lead to confusion and mismanagement of business relationships. Here are eight common misconceptions along with clarifications:

It is optional to sign the NCND form. Many believe that signing the NCND form is not mandatory. However, it is essential for ensuring that all parties are protected and compensated for introductions.
The NCND form only applies to direct transactions. Some think the agreement is limited to transactions between the signing parties. In reality, it also covers transactions involving third parties introduced by either party.
Confidentiality is not enforced. There is a misconception that confidentiality clauses are weak. In fact, the agreement explicitly states that both parties must keep all confidential information private, and violations can lead to legal consequences.
The duration of the agreement is flexible. Many assume that the term of the agreement can be altered. However, the NCND form clearly states that it is irrevocable and non-cancelable for five years.
Only financial transactions are covered. Some individuals believe the NCND form only pertains to financial dealings. However, it encompasses all types of business transactions resulting from introductions.
Verbal agreements supersede the NCND form. There is a belief that verbal agreements can override the written terms of the NCND. This is incorrect; the NCND form requires all modifications to be in writing.
All parties can freely disclose information. Some think that sharing information with third parties is acceptable. The NCND prohibits disclosure of confidential information without written consent from the other party.
Legal action is not an option for disputes. Many feel that disputes cannot lead to legal action. However, the agreement provides a clear process for resolving disagreements through arbitration.

Key takeaways

Understanding the Non-Circumvention and Non-Disclosure (NCND) form is crucial for anyone involved in business transactions. Here are key takeaways to keep in mind:

Purpose of the NCND: This agreement aims to protect parties from circumventing each other in business dealings and ensures that introductions are respected and compensated.
Irrevocability: The NCND is irrevocable and non-cancelable for five years from the date of execution. This long-term commitment emphasizes the seriousness of the agreement.
Confidentiality: All parties must keep any confidential information shared private. This includes sensitive data about contacts and transactions.
Chain of Introductions: The agreement acknowledges that introductions can lead to further referrals, and the original introducer retains rights to any fees or commissions from subsequent transactions.
Fee Obligations: Parties are required to pay any fees or commissions due as a result of transactions initiated through introductions, even if one party is unaware of the transaction.
Dispute Resolution: In case of disputes, the agreement mandates arbitration through the American Arbitration Association, ensuring a structured resolution process.
Legal Compliance: The NCND must be interpreted according to Colorado law, and any invalid provisions do not affect the rest of the agreement.

These points highlight the importance of careful consideration when filling out and using the NCND form. Understanding your obligations can help prevent legal complications and ensure fair business practices.