Outline
The Non-Circumvention and Non-Disclosure (NCND) form serves as a vital tool for individuals and businesses engaged in various transactions. This agreement is designed to protect the interests of all parties involved by ensuring that introductions and referrals are respected and compensated fairly. It establishes clear guidelines that prevent parties from bypassing each other in business dealings, thereby safeguarding the value of introductions. The form specifies that neither party may engage with individuals or entities introduced by the other without prior written consent, thus maintaining the integrity of the referral process. Furthermore, the NCND form outlines the obligation to pay any fees or commissions due as a result of these introductions, even if one party is unaware of a transaction's conclusion. Confidentiality is another critical aspect of the agreement; both parties commit to keeping sensitive information private, including personal and financial details of contacts. The term of the agreement is set for five years, during which it remains irrevocable and non-cancelable. In case of disputes, the agreement stipulates arbitration as a resolution method, ensuring that any disagreements are handled fairly and efficiently. Overall, the NCND form is an essential document that fosters trust and accountability in business relationships, encouraging successful transactions while protecting the rights of all parties involved.
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
Form Information
| Fact Name | Description |
|---|---|
| Purpose | The NCND form is designed to protect the interests of parties involved in business transactions by ensuring fair compensation for introductions. |
| Irrevocability | This agreement is irrevocable and non-cancelable for a term of five years from the date of execution. |
| Non-Circumvention | Parties agree not to bypass each other in business dealings with individuals or entities introduced by the other party. |
| Confidentiality | Each party must keep confidential information shared by the other private, including names and financial details. |
| Governing Law | This agreement is governed by the laws of the State of Colorado. |
| Dispute Resolution | Disputes must be submitted to the American Arbitration Association in Denver, Colorado. |
| Successors and Assigns | The agreement binds not only the parties but also their successors and assigns, including business entities. |
| Legal Fees | The prevailing party in any legal action is entitled to reimbursement for reasonable attorney fees and costs. |
| Entire Agreement | This document represents the complete agreement between the parties, superseding all prior discussions. |
Detailed Guide for Filling Out Ncnd
After completing the NCND form, it will be necessary to gather signatures from all parties involved. Ensure that each party has the authority to execute the agreement. Once signed, retain copies for your records and share them with all parties as needed.
- Obtain a copy of the NCND form.
- Fill in the date at the top of the form.
- Identify all parties involved by entering their names and company names in the designated fields.
- Review the terms of the agreement carefully to ensure understanding.
- Sign the form in the designated signature area.
- Print your name clearly beneath your signature.
- Provide your company name in the appropriate section.
- Ensure that all other parties complete their signatures, names, and company names.
- Make copies of the completed form for all parties involved.
Obtain Answers on Ncnd
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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 third parties and safeguards confidential information shared during these interactions.
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Why is the NCND form important?
This agreement is crucial because it establishes trust between parties. By signing the NCND form, parties commit to honoring introductions and referrals, ensuring that everyone involved receives fair compensation for their contributions. This helps to foster a collaborative business environment.
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How long does the NCND agreement last?
The term of the NCND agreement is five years from the date of execution. During this time, it is irrevocable and non-cancelable, meaning that parties are bound by its terms regardless of the success of any specific transaction.
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What happens if one party violates the NCND agreement?
If a violation occurs, the parties may submit the dispute to the American Arbitration Association in Denver, Colorado. This ensures that any disagreements are resolved fairly and efficiently. The prevailing party may also recover reasonable attorney fees and costs incurred during the legal action.
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What constitutes confidential information under the NCND?
Confidential information includes any sensitive data shared between parties, such as names, addresses, financial details, and other privileged information. Both parties agree not to disclose this information to third parties without prior written consent, protecting the integrity of their business relationships.
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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 formally recognized and agreed upon, maintaining clarity in the business relationship.
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What should I do if I suspect a breach of the NCND agreement?
If you suspect a breach, it’s important to communicate your concerns promptly. Request updates on any transactions related to the agreement. If you do not receive a timely response, you may need to consider legal action to protect your interests, as outlined in the agreement.
Common mistakes
Filling out the Non-Circumvention and Non-Disclosure (NCND) form correctly is crucial for protecting your interests in business transactions. However, many people make common mistakes that can lead to misunderstandings or legal issues. Here are nine mistakes to avoid when completing this form.
One common error is failing to provide complete information. Each party must accurately fill out their names, titles, and company names. Omitting any details can create confusion about who is bound by the agreement. Ensure that all fields are filled in completely to prevent any ambiguity.
Another mistake is not understanding the terms of the agreement. Many signers rush through the document without fully grasping what they are agreeing to. It is essential to read and comprehend each section before signing. Misinterpretations can lead to disputes later on.
People often overlook the importance of signatures. All parties involved must sign the document. Failing to obtain the necessary signatures can render the agreement unenforceable. Ensure that everyone who needs to sign is present and does so before moving forward with any transactions.
Additionally, some individuals neglect to keep a copy of the signed agreement. After the form is executed, it is vital to retain a copy for your records. This document serves as a reference point in case any issues arise in the future.
Another frequent mistake is ignoring confidentiality clauses. The NCND form includes provisions that protect sensitive information. Disclosing confidential details without permission can lead to legal ramifications. Always treat the information shared under this agreement with care.
Many also fail to acknowledge the duration of the agreement. The NCND form specifies a five-year term. Ignoring this timeline can result in unintended breaches. Be aware of the time frame and ensure compliance throughout its duration.
People sometimes misunderstand the implications of non-compliance. The agreement outlines consequences for failing to adhere to its terms. Understanding these implications is crucial for maintaining a good business relationship and avoiding potential legal action.
Another common oversight is not informing all parties involved about the agreement. If there are additional stakeholders or entities, they should be made aware of the NCND form and its terms. This transparency helps prevent conflicts and ensures everyone is on the same page.
Lastly, some individuals neglect to seek legal advice before signing the agreement. Consulting with a lawyer can provide clarity and ensure that your interests are adequately protected. Taking this step can save you from future complications.
By avoiding these mistakes, you can better protect your interests and ensure that your NCND agreement serves its intended purpose effectively.
Documents used along the form
The Non-Circumvention and Non-Disclosure (NCND) form is often accompanied by several other documents that help define the terms of business relationships and protect the interests of all parties involved. Below is a list of common forms and documents that are frequently used alongside the NCND form, along with brief descriptions of each.
- Confidentiality Agreement: This document outlines the obligations of parties to keep certain information private. It specifies what information is confidential and the consequences of disclosing it without permission.
- Letter of Intent: A preliminary agreement that outlines the general terms and conditions of a proposed transaction. It serves as a starting point for negotiations and may or may not lead to a formal contract.
- Non-Disclosure Agreement (NDA): Similar to a confidentiality agreement, an NDA specifically prohibits parties from sharing sensitive information with third parties. It is often used in situations where proprietary information is exchanged.
- Service Agreement: This document details the terms under which one party agrees to provide services to another. It includes information about scope, payment, and duration of the services provided.
- Partnership Agreement: This outlines the terms of a partnership between two or more parties, including each partner's contributions, responsibilities, and profit-sharing arrangements.
- Brokerage Agreement: This document defines the relationship between a broker and their client, detailing the services to be provided, fees, and any other relevant terms.
- Commission Agreement: This specifies the terms under which commissions will be paid for services rendered or transactions completed, including rates and payment timelines.
- Joint Venture Agreement: This outlines the terms of a joint venture between parties, detailing the contributions, management structure, and profit-sharing arrangements.
- Loan Authorization Agreement: This document authorizes the lender to proceed with a loan application and outlines the terms of the loan, including amounts and repayment conditions.
- Termination Agreement: This is used to formally end a business relationship or contract, specifying the terms under which the agreement is terminated and any obligations that remain.
Each of these documents plays a crucial role in facilitating clear communication and protecting the interests of all parties involved in business transactions. Properly utilizing these forms can help prevent misunderstandings and disputes in the future.
Similar forms
The Non-Circumvention and Non-Disclosure (NCND) form shares similarities with several other legal documents that protect business interests and confidential information. Here are seven documents that are comparable to the NCND form:
- Non-Disclosure Agreement (NDA): This document also focuses on confidentiality, ensuring that parties do not disclose sensitive information shared during business discussions.
- Non-Compete Agreement: Similar to the NCND, this agreement prevents one party from entering into direct competition with another party for a specified period and within a defined geographic area.
- Confidentiality Agreement: Often used interchangeably with NDAs, confidentiality agreements specifically outline what information is confidential and the obligations of the parties to protect that information.
- Mutual Non-Disclosure Agreement: This is a two-way NDA where both parties agree to keep each other's information confidential, similar to the mutual obligations found in the NCND.
- Broker Agreement: This document outlines the relationship between a broker and a client, often including clauses about non-circumvention to protect the broker's commission rights, akin to the NCND.
- Referral Agreement: This agreement details the terms under which one party refers clients or business opportunities to another, often including non-circumvention clauses to protect the referring party's interests.
- Joint Venture Agreement: In this document, parties collaborate on a specific project while protecting each other's interests, including confidentiality and non-circumvention provisions similar to those in the NCND.
Dos and Don'ts
When filling out the NCND form, it's essential to approach the process with care and attention to detail. Here are five important do's and don'ts to keep in mind:
- Do read the entire agreement carefully before signing. Understanding the terms is crucial.
- Do provide accurate information about yourself and your company. Inaccuracies can lead to complications later.
- Do consult with a legal expert if you have questions or concerns. Professional guidance can clarify any uncertainties.
- Do ensure that all parties involved have the authority to sign the agreement. This prevents disputes down the line.
- Do keep a copy of the signed agreement for your records. Documentation is vital for future reference.
- Don't rush through the form. Taking your time helps avoid mistakes.
- Don't leave any sections blank. Incomplete forms may be considered invalid.
- Don't ignore the confidentiality clauses. Disregarding these can lead to legal repercussions.
- Don't alter the agreement without mutual consent. Changes should always be documented in writing.
- Don't forget to follow up with the other parties after submission. Communication is key to maintaining a good relationship.
Misconceptions
Here are some common misconceptions about the NCND form:
- Misconception 1: The NCND form is optional and can be ignored.
- Misconception 2: Signing the NCND form means you cannot work with anyone else.
- Misconception 3: The NCND form is only for large businesses.
- Misconception 4: The NCND form is only about confidentiality.
This is incorrect. The NCND form serves a critical purpose in business transactions. It protects the interests of all parties involved by ensuring that introductions and referrals are acknowledged and compensated appropriately. Ignoring it can lead to disputes and lost opportunities.
While the NCND form restricts direct dealings with introduced parties without consent, it does not prevent you from pursuing other business relationships. You can still operate freely, but you must respect the agreements made regarding introductions.
This form is beneficial for businesses of all sizes. Whether you are a small startup or a large corporation, protecting your introductions and referrals is essential. The NCND form ensures that all parties are treated fairly, regardless of their size.
While confidentiality is a significant aspect, the NCND form also addresses non-circumvention and payment of fees. It is a comprehensive agreement that covers multiple facets of business transactions, ensuring that all parties are adequately protected.
Key takeaways
When filling out and using the NCND form, consider the following key takeaways:
- Understand the Agreement's 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 appropriately.
- Maintain Confidentiality: Each party must keep all confidential information private. This includes sensitive details about contacts and transactions. Disclosure without written consent is prohibited.
- Follow the Terms: The agreement is irrevocable and non-cancelable for five years. It applies to all transactions resulting from introductions made under this agreement, regardless of whether those transactions are successful.
- Legal Obligations: If disputes arise, they must be resolved through arbitration in Denver, Colorado. Each party is responsible for their legal fees if they prevail in any legal action.