Non-Circumvention Agreement Template

NON-CIRCUMVENTION AGREEMENT TEMPLATE FAQ

What is a non-circumvention agreement?

A non-circumvention agreement is a contract that restricts one party from bypassing another party to directly work with contacts, clients, vendors, investors, or partners that were introduced through a business relationship. It’s commonly used by brokers, consultants, agencies, and deal intermediaries to protect the value of their introductions and negotiations.

When should you use a non-circumvention agreement?

Use it before you share names, deal sources, supplier lists, investor introductions, or other relationship-based opportunities — especially when you expect the other party could approach your contacts directly. It’s also useful early in negotiations, alongside an NDA, when sensitive relationship information is being disclosed.

What relationships or information can be protected?

You can protect specific named contacts, categories of contacts (for example, “any supplier introduced in writing”), and relationship information such as pricing channels, sourcing methods, and deal structures. The agreement should clearly define what counts as an “introduced contact” and how the introduction must be evidenced (email, meeting invite, CRM record, etc.).

How long does a non-circumvention obligation last?

It depends on the deal cycle and industry, but many agreements run for 12–36 months from the first introduction or from the effective date. Some use a shorter “active negotiation” term plus a longer tail period. The clearest approach is to state a fixed term and define when it starts.

What happens if someone circumvents the agreement?

The agreement usually provides remedies such as payment of a success fee/commission that would have applied, reimbursement of losses, and sometimes injunctive relief (a court order to stop further circumvention). Many parties also include a clear method for calculating damages so enforcement is more predictable.

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