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The Non-Circumvention and Non-Disclosure (NCND) form serves as a critical tool for businesses engaged in transactions that involve introductions between parties. This agreement establishes a framework to protect the interests of all involved by ensuring that introductions made by one party to another are honored and compensated fairly. Key elements of the NCND form include a commitment from each party not to bypass or circumvent the other in any dealings with introduced individuals or entities. This means that if one party introduces a contact, the other party cannot engage with that contact without prior consent. Additionally, the form emphasizes the importance of maintaining confidentiality regarding sensitive information shared during these transactions, such as names, financial details, and any other proprietary data. The agreement is designed to last for five years and is irrevocable, meaning that the obligations remain in effect regardless of the outcome of specific transactions. Furthermore, it outlines procedures for handling disputes, ensuring that any disagreements are resolved through arbitration, thus providing a clear path for conflict resolution. Overall, the NCND form is essential for fostering trust and accountability in business relationships, protecting the value of introductions, and safeguarding confidential information.
Ncnd Example
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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 Breakdown
| Fact Name | Description |
|---|---|
| Purpose | The NCND form is designed to protect the interests of parties involved in business transactions by ensuring that introductions and referrals are compensated fairly. |
| Non-Circumvention Clause | This clause prohibits parties from bypassing each other in business dealings with entities introduced by one party to the other without prior written consent. |
| Non-Disclosure Agreement | Parties agree to keep confidential information private, including identities and contact details of individuals introduced under the agreement. |
| Term of Agreement | The agreement is irrevocable and non-cancelable for a term of five years from the date of execution. |
| Governing Law | This agreement is governed by the laws of the State of Colorado, ensuring that any disputes are resolved under Colorado law. |
| Legal Remedies | If disputes arise that cannot be resolved amicably, the agreement mandates arbitration through the American Arbitration Association in Denver, Colorado. |
Guide to Using Ncnd
After completing the NCND form, you will be legally bound to the terms outlined within it. This agreement ensures that all parties involved are protected and compensated for any introductions or referrals that lead to business transactions. Follow these steps to fill out the form accurately.
- Begin by reading the entire form carefully to understand the terms and conditions.
- Locate the signature section at the end of the form.
- Sign the document to confirm your authority to execute the agreement.
- Enter the date of signing next to your signature.
- Print your name clearly below your signature.
- Provide your company name in the designated space, ensuring it is typed or printed clearly.
- Complete the date field next to your printed name.
Get Answers on Ncnd
What is the purpose of an NCND form?
The NCND form, or Non-Circumvention and Non-Disclosure Agreement, serves to protect the interests of parties engaged in business transactions. It ensures that any introductions made between parties are respected and that neither party can bypass the other to conduct business directly with introduced contacts. This agreement also safeguards confidential information shared during the course of these transactions, preventing unauthorized disclosure to third parties.
Who should use an NCND form?
Individuals or businesses that anticipate entering into partnerships or collaborations, especially where introductions and referrals are involved, should consider using an NCND form. This includes professionals such as brokers, agents, or consultants who facilitate connections between clients and service providers. By using the form, parties can ensure that their rights to commissions and fees are protected, as well as maintain confidentiality regarding sensitive information.
How long does the NCND agreement last?
The NCND agreement typically lasts for five years from the date of execution. During this time, it remains irrevocable and non-cancelable, which means that the obligations outlined in the agreement must be honored by all parties involved. This duration allows sufficient time for any potential business transactions to be initiated and concluded, ensuring that all parties are fairly compensated for their contributions.
What happens if a party violates the NCND agreement?
If a violation occurs, the affected party may seek legal recourse. The agreement stipulates that disputes should be submitted to the American Arbitration Association in Denver, Colorado. This process provides a structured method for resolving disagreements. Additionally, if one party fails to respond to information requests in a timely manner, the other party may take legal action to protect their interests. It's important for all parties to understand their obligations and the potential consequences of non-compliance.
Common mistakes
When filling out the NCND form, many individuals make common mistakes that can lead to misunderstandings or disputes later on. Understanding these pitfalls can help ensure a smoother process.
One frequent mistake is failing to include all necessary signatures. Every party involved must sign the agreement. Omitting a signature can render the agreement incomplete and unenforceable. This oversight can lead to confusion about who is bound by the terms.
Another common error is not providing accurate information. This includes names, addresses, and other contact details. Inaccuracies can complicate communication and may lead to disputes regarding the parties involved. It's crucial to double-check all entries for correctness.
Many individuals also neglect to read the entire agreement before signing. This can result in misunderstandings about obligations and rights. Each section contains important information that could affect future business transactions. Taking the time to read and understand the document is essential.
Additionally, some people fail to specify the term of the agreement. While the NCND form outlines a five-year term, not explicitly acknowledging this can lead to confusion. Parties should be aware of the duration to avoid unintentional breaches.
Another mistake is overlooking the confidentiality clause. This section is vital for protecting sensitive information. Failing to adhere to confidentiality requirements can lead to serious consequences, including legal action. Parties must understand what information is deemed confidential and how to handle it appropriately.
Some individuals also make the error of not discussing the agreement with legal counsel. Consulting with a legal professional can provide clarity on the implications of the agreement. This step can help prevent future disputes and ensure that all parties are fully aware of their rights and responsibilities.
Lastly, many overlook the importance of keeping a copy of the signed agreement. Having a record of the final document is crucial for reference in case of any disputes. It serves as a reminder of the terms agreed upon and can be essential for resolving any issues that may arise.
Documents used along the form
When engaging in business transactions, several documents often accompany the Non-Circumvention and Non-Disclosure (NCND) form. Each of these documents plays a crucial role in ensuring that all parties are protected and that the agreements are clear. Below is a list of common forms and documents used alongside the NCND form.
- Confidentiality Agreement: This document ensures that sensitive information shared between parties remains private. It outlines what information is considered confidential and the obligations of each party to protect that information.
- Letter of Intent (LOI): An LOI outlines the preliminary understanding between parties before a formal agreement is finalized. It typically includes the basic terms and conditions of the proposed deal.
- Memorandum of Understanding (MOU): Similar to an LOI, an MOU details the intentions of the parties involved. It serves as a framework for future agreements and is often less formal than a contract.
- Service Agreement: This document defines the terms under which one party will provide services to another. It includes details like scope, payment, and timelines.
- Partnership Agreement: If two or more parties are entering into a partnership, this agreement outlines each partner's roles, responsibilities, and profit-sharing arrangements.
- Commission Agreement: This document specifies the commission structure for any sales or transactions that occur as a result of the introductions made under the NCND agreement.
- Non-Disclosure Agreement (NDA): While similar to the confidentiality agreement, an NDA is more focused on preventing the sharing of confidential information with third parties. It can be used alongside the NCND to reinforce confidentiality.
- Independent Contractor Agreement: If one party hires another as an independent contractor, this agreement outlines the terms of that relationship, including payment and deliverables.
- Sales Agreement: This document formalizes the sale of goods or services between parties. It details the terms of sale, including price, delivery, and warranties.
- Termination Agreement: If the parties decide to end their relationship, this document outlines the terms of termination, including any obligations that remain after the agreement ends.
Understanding these documents can help ensure that all parties are on the same page and that their interests are protected. Each document serves a specific purpose and contributes to a smoother business relationship.
Similar forms
- Non-Disclosure Agreement (NDA): Similar to the NCND form, an NDA protects confidential information shared between parties. Both agreements prevent unauthorized disclosure of sensitive business information.
- Mutual Non-Disclosure Agreement: This document, like the NCND, is signed by two parties and ensures that both will keep shared information confidential. It emphasizes mutual trust and protection of proprietary information.
- Confidentiality Agreement: This agreement focuses on maintaining confidentiality, similar to the NCND. It outlines the obligations of parties to protect sensitive information from being disclosed to unauthorized third parties.
- Non-Circumvention Agreement: This document is specifically designed to prevent one party from bypassing the other in business dealings. Like the NCND, it ensures that introductions and referrals are respected and compensated.
- Broker Agreement: A broker agreement establishes the terms under which a broker operates. It shares similarities with the NCND in that it outlines compensation for referrals and protects the interests of the broker.
- Finder's Fee Agreement: This agreement outlines the payment structure for individuals who introduce clients or leads to businesses. It parallels the NCND by ensuring that parties receive compensation for successful introductions.
- Joint Venture Agreement: This document governs the collaboration between parties for a specific business purpose. Like the NCND, it includes clauses that protect the interests of all parties involved in the venture.
- Partnership Agreement: This agreement sets the terms of a partnership and includes provisions for confidentiality and non-circumvention. It shares the NCND's focus on protecting the interests of all partners involved.
Dos and Don'ts
When filling out the NCND form, it's important to follow certain guidelines to ensure clarity and compliance. Here are six things you should and shouldn't do:
- Do ensure all information is accurate. Double-check names, dates, and other details before submission.
- Do read the entire agreement carefully. Understanding the terms will help you avoid potential issues.
- Do provide written consent when necessary. If you need to disclose any confidential information, get permission first.
- Do keep a copy of the signed agreement. This serves as a reference for future transactions.
- Don't leave any sections blank. Incomplete forms can lead to misunderstandings or delays.
- Don't rush through the process. Take your time to ensure that everything is filled out correctly.
Misconceptions
Understanding the Non-Circumvention and Non-Disclosure (NCND) form can be challenging, and several misconceptions often arise. Below are five common misconceptions, along with clarifications to help provide a clearer understanding.
- The NCND form is optional. Many believe that using the NCND form is a choice. In reality, it is a crucial document that protects the interests of all parties involved in business transactions. It establishes clear guidelines and expectations.
- Signing the NCND form limits business opportunities. Some individuals worry that this agreement will restrict their ability to network or pursue new partnerships. However, the NCND form actually fosters trust and collaboration, encouraging parties to engage in business without fear of being bypassed.
- The NCND form only protects one party. A common misunderstanding is that the agreement favors only the introducing party. In truth, it ensures that all parties are fairly compensated and that their interests are safeguarded, creating a balanced environment for business dealings.
- Confidential information is not well protected. There is a belief that the NCND form does not adequately protect sensitive information. This is incorrect; the form explicitly outlines confidentiality obligations, ensuring that all parties are committed to safeguarding each other's private data.
- The NCND form is only relevant for large transactions. Some may think this agreement is only necessary for significant deals. In fact, it applies to any business transaction, regardless of size, where introductions are made. This broad applicability underscores its importance in various business contexts.
Addressing these misconceptions can help parties navigate their business relationships with greater confidence and clarity.
Key takeaways
When filling out and using the NCND form, there are several important considerations to keep in mind. Here are key takeaways that can help ensure proper completion and understanding of this agreement:
- Understand the Purpose: The NCND form is designed to protect the interests of parties involved in business transactions by preventing circumvention and ensuring confidentiality.
- Clarify Introductions: The agreement defines how introductions are recognized. A party is considered to have made an introduction if their contact leads to a business transaction, even indirectly.
- Non-Circumvention Clause: Each party agrees not to bypass the other in any business dealings with introduced contacts without prior written consent.
- Payment Obligations: Parties must honor any fees or commissions due to the other party from transactions initiated by an introduction, even if one party is unaware of the transaction.
- Confidentiality Requirements: Confidential information shared between parties must remain undisclosed to third parties unless written permission is granted.
- Term of Agreement: The NCND is effective for five years and is non-cancelable, covering all transactions resulting from introductions made during this period.
- Dispute Resolution: Any disputes arising from the agreement should be submitted to the American Arbitration Association in Denver, Colorado, for resolution.
- Legal Compliance: The agreement must be interpreted according to Colorado law, and any invalid provisions will not affect the remaining terms.
By keeping these points in mind, parties can navigate the NCND form more effectively, ensuring that their interests are protected throughout their business relationships.