This non-circumvention agreement (this "Agreement") is entered into as of [Document.CreatedDate] and is formed between [Sender.FirstName][Sender.LastName] (“Disclosing Party”) of [Sender.StreetAddress], [Sender.City], [Sender.State][Sender.PostalCode]
[Recipient.FirstName][Recipient.LastName] (“Recipient”) of [Recipient.StreetAddress], [Recipient.City], [Recipient.State][Recipient.PostalCode], together with the Disclosing Party and the Recipient's connected parties, including but not limited to shareholders, directors, officers, employees, consultants, agents, affiliates, and attorneys.
WHEREAS, the Disclosing Party has a business opportunity ("Opportunity") that it desires to present to the Recipient and intends to assist the Recipient in the pursuit of; and
WHEREAS, the Recipient has a third party (“Third Party”) who is interested in participating in the Opportunity in some capacity; and
WHEREAS, the Disclosing Party and the Recipient agree that prior to identification of the Opportunity by the Disclosing Party and the Third Party by the Recipient, certain non-circumvention and nondisclosure covenants must be agreed to by both the Disclosing Party and the Recipient; and
WHEREAS, the Recipient desires to be presented with the Opportunity to participate in the Opportunity and the Disclosing Party desires to present the Opportunity to the Third Party.
NOW, therefore, the parties hereto, agree as follows:
Further contacts with the Opportunity.
The Recipient agrees to refrain from contacting or initiating contact at any time for any purpose, either directly or indirectly, with any parties involved in the Opportunity, including but not limited to officers, directors, shareholders, agents, consultants, employees, attorneys, or any other affiliates of the Opportunity, or any other property or properties the identity of which was revealed through the efforts of the Disclosing Party.
The sole exception to this limitation is if the Disclosing Party grants specific approval in written form on a case-by-case basis. The Recipient further agrees not to collect any fees in connection with the Opportunity or undertake any transaction of any kind with the Opportunity without the prior written consent of the Disclosing Party, which express consent may be withheld in the Disclosing Party's sole discretion.