Non-Disclosure, Non-Compete & Non-Circumvention Agreement Template
Create a combined Non-Disclosure, Non-Compete and Non-Circumvention Agreement in minutes. Protect your confidential information, contacts and deals.
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A combined NDA, Non-Compete and Non-Circumvention Agreement you can customize and download
This template is a three-in-one business protection agreement; a Non-Disclosure Agreement (NDA), a Non-Compete Agreement, and a Non-Circumvention Agreement rolled into a single contract (sometimes called an NCND or non-circumvention, non-disclosure agreement). It is designed for situations where one party (the Company) shares valuable confidential information, business contacts and opportunities with another party (the Confidant), and needs to make sure that information isn't leaked, used competitively, or used to cut the Company out of a deal.
With this free template you can generate a complete, ready-to-sign agreement online. Answer a few simple questions; who the Company and Confidant are, what the discussions are about, how long the protection lasts, and which law governs the contract; and your personalized agreement is generated instantly, ready to download as PDF or Word.
Three protections in one agreement
- Non-Disclosure: the Confidant must keep the Company's Confidential Information secret and protect it with the same care it uses for its own most valuable information.
- Non-Competition: the Confidant agrees not to use any advantage gained from the Confidential Information in its own business or affairs, except under a further signed agreement.
- Non-Circumvention: the Confidant agrees not to go around the Company to deal directly with contacts, partners or entities introduced by the Company in order to avoid paying the Company fees or profits.
When should you use this agreement?
Use it whenever you're introducing someone to your contacts, deals, suppliers or opportunities and need to protect against both disclosure and being bypassed. Typical situations include brokers and intermediaries introducing buyers or sellers, consultants advising on business formation or tax planning, joint-venture and finance introductions, and any deal where the value lies in your relationships and know-how.
What this template includes
A combined Purpose clause establishing the confidentiality, non-compete and non-circumvention framework
A broad definition of Confidential Information with standard public-domain and independent-development exclusions
Clear obligations of confidentiality, including how the Confidant may share information with its own agents and employees
Dedicated Non-Competition and Non-Circumvention clauses
A no-representations clause, a configurable term, a jurisdiction clause, and a mutuality clause so information shared both ways stays protected
A miscellaneous section covering intellectual-property rights, severability, legal fees, waivers and entire-agreement
A signing block for the Company and the Confidant (name, signature, date, and the Confidant's title and contact number)
How to create your NDA, Non-Compete and Non-Circumvention agreement
1. Open the template and click Generate.
2. Answer the guided questions; the Company and Confidant, the purpose of the discussions, the term, and the governing law.
3. Generate the document; your details are merged into the agreement automatically.
4. Review and download as PDF or Word, then have both parties sign.
Disclaimer: This template is provided for convenience and general information only and is not legal advice. Non-compete and non-circumvention clauses in particular are enforced very differently from country to country (and some limit them heavily). For high-value or complex matters, have the final agreement reviewed by a qualified lawyer before signing.
- Professional formatting and layout
- Easy customization with guided questions
- Multiple export formats: pdf, docx
- Legally reviewed and compliant
- Instant download after generation
What is a non-circumvention and non-disclosure (NCND) agreement?
It is a contract that combines two (here, three) protections: a non-disclosure obligation that keeps shared information secret, and a non-circumvention obligation that stops one party from going around the other to deal directly with contacts or opportunities that were introduced to them. This template adds a non-compete clause as well, so all three protections sit in one document.
How is this different from a standard NDA?
A standard NDA only stops the other party from disclosing your confidential information. This agreement does that and stops them from competing using advantages gained from that information, and stops them from circumventing you to deal directly with contacts, partners or entities you introduced. It's the right choice when the value you're sharing is relationships and deals, not just data.
What does the non-circumvention clause do?
The non-circumvention clause prevents the Confidant (and its officers, directors, agents and associates) from contacting or dealing with any entity or party the Company introduced — directly or indirectly — for the purpose of avoiding paying the Company its fees or profits, unless the Company gives specific written approval. It protects introducers, brokers and intermediaries from being cut out of their own deals.
What does the non-compete clause cover?
The non-compete clause provides that the Confidant will not use any advantage derived from the Company's Confidential Information in its own business or affairs, unless it does so under a further agreement signed by all parties. It is described in the contract as an essential and material part of the deal.
Who are the "Company" and the "Confidant"?
The Company is the party disclosing the confidential information, contacts and opportunities (and its affiliated companies, agents and representatives). The Confidant is the party receiving that information and taking on the obligations of confidentiality, non-competition and non-circumvention. You enter both parties' names and addresses when you generate the document.
What information does this agreement protect?
It protects all information the Company conveys to the Confidant — orally, in writing, by demonstration or by other media; including data, know-how, contacts, contracts, software, formulas, processes, designs, plans, specifications, samples and reports. It excludes information that is already public through no fault of the receiving party, or that a third party supplied without restriction, or that the receiving party developed independently.
How long does the agreement last?
You set the term when you generate the document; for example, five years from the date all parties sign. The effective date is the date the final signature is added.
Is this agreement mutual?
The core obligations run from the Confidant to the Company, but the template includes a mutuality clause: to the extent confidential information is exchanged in both directions, it is treated as confidential for both parties. So if the Company also receives confidential information from the Confidant, that information is protected too.
Are non-compete and non-circumvention clauses enforceable?
It depends heavily on your country. Confidentiality obligations are widely enforced, but non-compete and non-circumvention clauses are treated very differently across jurisdictions; some enforce them if they are reasonable in scope and duration, while others restrict or refuse them. Because of this, have the agreement reviewed by a local lawyer if enforceability is critical.
Which law governs this agreement?
You choose the governing law when you generate the document, so the agreement can be tailored to your country or the country where the parties are based. The jurisdiction clause also lets the Company pursue a remedy where a violation occurs or in another appropriate jurisdiction.
What happens if the Confidant breaches the agreement?
Each signing party is responsible and liable for a breach in both their professional and personal capacity. The Company may take action to remedy the violation, and the prevailing party is entitled to reasonable attorney fees and costs, in addition to any other relief — including injunctive relief — available under the governing law.
How do I create and download my agreement?
Open the template, click Generate, and answer the guided questions about the Company, the Confidant, the purpose, the term and the governing law. Your details are merged into the agreement automatically, and you can review and download it as a PDF or Word document, ready for both parties to sign.
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