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The Non-Circumvention and Non-Disclosure (NCND) form is an essential tool for parties engaged in business transactions, ensuring that introductions and referrals are respected and compensated appropriately. This agreement is designed to protect the interests of all parties involved by preventing any circumvention or avoidance of fees related to business dealings. It establishes clear guidelines that prohibit one party from bypassing the other when dealing with individuals or entities introduced by the other party. Furthermore, the NCND form emphasizes the importance of confidentiality, requiring that all parties keep sensitive information private, including details about contacts and financial arrangements. The agreement is irrevocable and non-cancelable for a period of five years, covering all transactions that arise from the introductions made under its terms. In the event of disputes, the form outlines a process for arbitration, ensuring that any disagreements can be resolved efficiently. Overall, the NCND form serves as a protective measure, fostering trust and cooperation among business partners while safeguarding their respective interests.
Preview - 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
Document Specifics
| Fact Name | Details |
|---|---|
| Purpose | The NCND form is designed to protect the interests of parties involved in business transactions by ensuring that introductions and referrals are acknowledged and compensated. |
| Non-Circumvention | Parties agree not to bypass each other in business dealings with individuals or entities introduced by the other party without prior written consent. |
| Non-Disclosure | Confidential information shared between parties must not be disclosed to third parties without written permission, protecting sensitive business data. |
| Term of Agreement | The agreement is irrevocable and non-cancelable for a period of five years from the date of execution. |
| Governing Law | This agreement is governed by the laws of the State of Colorado. |
| Arbitration Clause | Disputes arising from this agreement that cannot be resolved amicably must be submitted to the American Arbitration Association in Denver, Colorado. |
| Entire Agreement | The NCND form represents the complete understanding between the parties, superseding any prior agreements or negotiations. |
Ncnd: Usage Instruction
Completing the NCND form requires careful attention to detail. Each section must be filled out accurately to ensure that the agreement reflects the intentions of all parties involved. After filling out the form, it is important to review it thoroughly before signing to confirm that all information is correct and that all parties understand their obligations.
- Begin by reading the entire document to understand its purpose and implications.
- Locate the section that requires signatures. Ensure that all parties involved are present and prepared to sign.
- In the designated area, each party should sign their name, confirming their authority to execute the agreement.
- Next to the signature, write the date on which the agreement is signed.
- In the “Please Print Name” section, clearly print the full name of each signatory.
- In the “Company Name” section, enter the name of the company associated with each signatory, ensuring accuracy.
- Double-check all entries for completeness and accuracy before finalizing the document.
Learn More on 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 a business transaction do not bypass each other or disclose sensitive information to third parties. This agreement is particularly important when parties introduce each other to potential clients or business opportunities.
Why is the NCND form important?
The NCND form protects the interests of all parties involved. It ensures that individuals or entities introduced to one another through a referral are not approached directly without consent. This protection fosters trust and encourages open communication, allowing for smoother business transactions.
How long does the NCND agreement last?
The NCND agreement typically lasts for five years from the date it is signed. During this period, the terms of the agreement are irrevocable and non-cancelable, meaning all parties must adhere to the obligations outlined in the document.
What happens if one party violates the NCND agreement?
If a violation occurs, the affected party can seek resolution through arbitration. The agreement specifies that disputes should be submitted to the American Arbitration Association in Denver, Colorado. Both parties must abide by the decision made during arbitration.
What types of information are protected under the NCND agreement?
The NCND agreement protects confidential information, which includes, but is not limited to:
- Names of lenders, sellers, borrowers, and buyers
- Bank information
- Contact details such as email addresses and phone numbers
- Any information deemed confidential by either party
Parties must obtain written consent before disclosing any of this information to third parties.
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 mutually agreed upon and documented.
What are the consequences of failing to respond to information requests?
If one party fails to respond to a request for information within 24 hours, the requesting party may take legal action to protect their interests. The non-responsive party waives any claims for damages resulting from delays caused by the legal action taken by the requesting party.
Is the NCND agreement enforceable in court?
Yes, the NCND agreement is enforceable in court. If a dispute arises and legal action is necessary, the prevailing party is entitled to reimbursement for reasonable attorney fees and costs incurred during the process. The agreement is constructed according to the laws of the State of Colorado, ensuring its validity and enforceability.
Common mistakes
Completing the Non-Circumvention and Non-Disclosure (NCND) form accurately is crucial for ensuring that all parties involved are protected and that their interests are upheld. However, several common mistakes can occur during this process. Understanding these pitfalls can help individuals avoid potential issues.
One frequent error is failing to provide accurate names and titles. Each signatory must ensure that their name and title are correctly printed on the form. Inaccuracies can lead to disputes regarding authority and responsibility. Misidentifying oneself or another party can complicate enforcement of the agreement.
Another mistake involves neglecting to date the signature. A signature without a date can create ambiguity regarding when the agreement was executed. This can be particularly problematic if disputes arise later, as the timeline of obligations may become unclear.
Some individuals also overlook the importance of notifying all parties involved about the agreement. It is essential that everyone who is a part of the business transaction is aware of the NCND form. Failing to communicate this can lead to misunderstandings and potential breaches of the agreement.
In addition, not keeping a copy of the signed agreement is a mistake that can have serious consequences. Each party should retain a copy for their records. This documentation serves as proof of the terms agreed upon and can be vital if any disputes arise in the future.
Another common oversight is ignoring the confidentiality clauses. The NCND form emphasizes the importance of confidentiality. Parties must be mindful of their obligations to protect sensitive information. Disregarding these clauses can result in legal repercussions and loss of trust among parties.
Some individuals also make the error of not fully understanding the terms of the agreement before signing. It is crucial to read and comprehend all sections, including the implications of non-compliance. A lack of understanding can lead to unintended consequences.
Additionally, failing to specify the duration of the agreement can lead to confusion. The NCND form typically outlines a specific term. Parties must ensure they are aware of this timeframe to avoid any misunderstandings regarding the validity of the agreement.
Lastly, not seeking legal advice can be a significant oversight. Consulting with a legal professional can provide clarity on the implications of the agreement. This step is especially important for individuals unfamiliar with such documents, as it can prevent costly mistakes.
By being aware of these common mistakes, individuals can approach the NCND form with greater confidence and ensure that their interests are adequately protected.
Documents used along the form
When engaging in business transactions, it's essential to have the right documents in place to protect the interests of all parties involved. Alongside the Non-Circumvention and Non-Disclosure (NCND) form, there are several other important forms and documents that can help clarify roles, responsibilities, and expectations. Below is a list of these documents, each serving a unique purpose in the business relationship.
- Letter of Intent (LOI): This document outlines the preliminary understanding between parties before a formal agreement is finalized. It typically includes key terms and conditions, signaling the intent to move forward with negotiations.
- Confidentiality Agreement: Similar to the NCND form, this agreement specifically focuses on protecting sensitive information shared between parties. It ensures that confidential details remain private and are not disclosed to unauthorized third parties.
- Memorandum of Understanding (MOU): An MOU is a non-binding agreement that outlines the intentions and expectations of the parties involved. It serves as a framework for future negotiations and can help clarify roles and responsibilities.
- Service Agreement: This document details the terms under which one party will provide services to another. It includes information about the scope of work, payment terms, and timelines, ensuring that both parties are aligned on expectations.
- Joint Venture Agreement: When two or more parties collaborate on a specific project or business venture, a joint venture agreement outlines the terms of their partnership. It specifies contributions, profit-sharing, and management responsibilities.
- Commission Agreement: This document outlines the terms under which one party will pay commissions to another for successful referrals or transactions. It clarifies the payment structure and any conditions that must be met to earn the commission.
- Indemnity Agreement: An indemnity agreement protects one party from potential losses or damages caused by the other party's actions. It outlines the responsibilities for indemnifying against claims, ensuring that both parties understand their liabilities.
Having these documents in place can significantly enhance the clarity and security of business transactions. They help establish trust and mutual understanding, reducing the likelihood of disputes and misunderstandings down the line. As you navigate your business dealings, consider which documents may best serve your needs and ensure that all parties are on the same page.
Similar forms
The Non-Disclosure Agreement (NDA) is a document that serves a similar purpose to the NCND form. It is designed to protect sensitive information shared between parties. In an NDA, one party agrees not to disclose specific information to outside parties without permission. Like the NCND, it emphasizes confidentiality and the importance of protecting proprietary information. Both agreements aim to foster trust and encourage open communication in business dealings by ensuring that sensitive details remain confidential.
The Confidentiality Agreement is another document akin to the NCND form. This agreement is often used to safeguard confidential information shared during negotiations or business relationships. It outlines what constitutes confidential information and the obligations of the parties to maintain that confidentiality. Similar to the NCND, it seeks to prevent unauthorized disclosure and protects the interests of the parties involved.
A Partnership Agreement shares similarities with the NCND form, especially in the context of business relationships. This document outlines the terms and conditions under which two or more parties will collaborate. It typically includes provisions about confidentiality and non-circumvention, ensuring that partners do not bypass one another in business dealings. Both agreements emphasize the importance of mutual respect and fair compensation for introductions and referrals.
The Memorandum of Understanding (MOU) can also be compared to the NCND form. An MOU outlines the intentions and agreements between parties before formalizing a contract. While it may not be legally binding in all cases, it often contains clauses related to confidentiality and non-circumvention. Both documents serve as a framework for establishing a working relationship while protecting the interests of all parties involved.
The Joint Venture Agreement is another document that aligns with the NCND form. This agreement outlines the terms of collaboration between two or more parties to pursue a specific business objective. It often includes provisions for confidentiality and non-circumvention, ensuring that parties do not undermine each other’s interests. Similar to the NCND, it emphasizes the importance of cooperation and fair compensation for contributions made by each party.
The Referral Agreement is closely related to the NCND form. This document formalizes the arrangement between parties where one party refers clients or customers to another. It typically includes terms regarding compensation for successful referrals and may also contain confidentiality clauses. Both agreements highlight the significance of protecting the interests of the referring party and ensuring fair payment for introductions.
A Licensing Agreement can also be likened to the NCND form, particularly in the context of intellectual property. This document allows one party to use the intellectual property of another under specific conditions. It often includes confidentiality provisions to protect sensitive information related to the licensed material. Like the NCND, it aims to create a mutually beneficial relationship while safeguarding proprietary information.
The Service Agreement bears similarities to the NCND form, especially when it involves multiple parties. This document outlines the terms under which services will be provided and may include confidentiality clauses to protect sensitive information shared during the service relationship. Both agreements emphasize the importance of clear communication and the protection of proprietary information to ensure a successful partnership.
The Employment Agreement can also be compared to the NCND form, particularly in its confidentiality aspects. This document outlines the terms of employment between an employer and employee. It often includes clauses that prohibit the employee from disclosing confidential information obtained during their employment. Like the NCND, it aims to protect sensitive information and establish trust between the parties involved.
Finally, the Terms of Service Agreement shares some similarities with the NCND form. This document outlines the rules and guidelines for using a service or product. It often includes confidentiality provisions to protect the information of users. Both agreements focus on establishing clear expectations and protecting the interests of all parties involved in a business relationship.
Dos and Don'ts
When filling out the NCND form, it’s important to be thorough and accurate. Here are five things you should and shouldn't do:
- Do read the entire agreement carefully before signing.
- Do ensure all parties involved are clearly identified in the document.
- Do keep a copy of the signed agreement for your records.
- Don't leave any sections blank; fill out all required fields.
- Don't rush the process; take your time to understand the implications.
Following these guidelines can help ensure that your interests are protected and that the agreement is valid and enforceable.
Misconceptions
Understanding the Non-Circumvention and Non-Disclosure (NCND) form is crucial for anyone entering into business agreements. However, several misconceptions often arise regarding its purpose and function. Here are seven common misunderstandings:
- 1. The NCND form is only for large businesses. Many believe that only big corporations need this agreement. In reality, any business or individual involved in transactions that require confidentiality and protection from circumvention can benefit from it.
- 2. Signing the NCND form guarantees success in business deals. While the form helps protect your interests, it does not guarantee that every transaction will be successful. It simply establishes a framework for fair dealings.
- 3. The NCND form is a legally binding contract. Some think that signing the NCND automatically means all parties are legally bound. However, its enforceability depends on the specific terms and conditions outlined in the agreement and the applicable laws.
- 4. The NCND form prevents all forms of communication. This is a misconception. The agreement is designed to protect confidential information and ensure that parties do not bypass each other in business dealings, but it does not restrict normal communication between parties.
- 5. The NCND form is only necessary for initial introductions. Many people believe that once an introduction is made, the NCND is no longer relevant. In fact, it continues to apply to all transactions resulting from that introduction.
- 6. The NCND form is only about confidentiality. While confidentiality is a key aspect, the agreement also addresses non-circumvention and the payment of fees or commissions, which are equally important.
- 7. You can easily cancel the NCND form. Some assume that the NCND can be canceled at any time. However, the agreement is designed to be irrevocable and non-cancelable for a specified period, typically five years.
Being aware of these misconceptions can help you navigate your business relationships more effectively and ensure that you are adequately protected. Always consider consulting a legal professional for personalized advice tailored to your specific situation.
Key takeaways
Key Takeaways on Filling Out and Using the NCND Form:
- Understand the purpose of the NCND form. It protects the interests of parties involved in business transactions by ensuring that introductions are respected and compensated.
- Do not circumvent the other party. Engaging directly with individuals introduced by another party without permission is prohibited.
- Ensure payment of fees and commissions. All parties must honor their financial obligations to one another as outlined in the agreement.
- Maintain confidentiality. Protect sensitive information shared between parties, especially regarding contacts and financial details.
- Be aware of the term of the agreement. The NCND is irrevocable and non-cancelable for five years, covering all transactions initiated by introductions during that time.
- Prepare for disputes. If disagreements arise, they must be resolved through arbitration in Denver, Colorado, as specified in the agreement.
- Ensure clarity in execution. All parties must sign the agreement and confirm their authority to bind any associated entities.