Non-Circumvention Clause: What It Is and Why It’s Important

Non-Circumvention Clause

A non-circumvention clause may need to be applied when entering into a contract to prevent any potential disputes or roadblocks to a fruitful and long-lasting business relationship, particularly in situations where the parties do not already have a working relationship. You’ll learn about the non-circumvention clause, examples, and more in this article.

What Is a Non-Circumvention Clause?

A non-circumvention clause is a trade restriction. It stops the party covered by the provision from going straight to the other party’s clients or suppliers to avoid (or get around) them and entering into a direct contract with them, hurting the other party’s company.

Stated differently, non-circumvention clauses shield a party from being left out of a contract.

What Are Some Uses for a Non-circumvention Clause?

Non-disclosure agreements are the most common documents to contain non-circumvention clauses, which are intended to safeguard the party from revealing confidential information. Once the recipient learns the names of the disclosing party’s suppliers or clients, the non-circumvention provision prevents the recipient of the sensitive information from passing over to the disclosing party and entering into direct contracts with them, causing harm to the disclosing party.

When Is the Non-circumvention Clause Applicable?

Non-circumvention clauses can also be found in other commercial documents, such as the following, in addition to NDAs:

  • Collaboration and joint venture agreements: A non-circumvention clause may be included in cases where many parties form a joint venture or work together on a commercial project to avoid one or more of the parties being forced out of the joint venture.
  • Supply agreements: A non-circumvention clause can be used to make sure the client doesn’t deal directly with a wholesaler instead of the supplier when entering into a significant supply agreement.
  • Referral agreements, often known as finder’s fees, entail one party sending business to another in exchange for payment. In situations where the party making the introduction or spotting the opportunity that leads to a sale is to receive a referral fee, a non-circumvention clause can be utilized to make sure the referring party doesn’t lose out on the contract.

Contents of a Non-Circumvention Clause

You should incorporate the following crucial areas into your non-circumvention agreement:

  • Parties Involved: The contract should list all of the parties involved. If a party is a business, their official business name ought to be used.
  • Compliance: It would be beneficial to include a section in the contract that outlines the rules and procedures that each party must follow and the consequences of not doing so.
  • Duration: Indicate the beginning and ending dates of the agreement and provide a note outlining specific events. Also, any gaps that are anticipated within the agreement’s period should be stated.
  • Confidentiality: Information that needs to be kept private and out of the hands of outside parties should be specifically described in this section. If sensitive information is revealed to a person or company outside of the terms of the agreement, you will be able to refer back to this later and use it to your advantage.
  • Payments: This part must include a list of all fees, commissions, and other payment types. It is important to make it clear if the cost remains steady or changes according to the amount of work or time necessary.

Others Are:

  • Liquidated Damages: You can specify what will happen to the wrongdoer in this area should any of the agreement’s terms break down. These kinds of damages are usually compensated with money at a sum decided upon depending on the particular violation that occurred.
  • Non-Disclosure: This section provides more information about what information, trade secrets, contact details, and other sensitive data are off-limits to anybody not directly associated with the business. It essentially matches the secrecy section. It is important to make clear the duration of both this and any upcoming permits for sharing particular data.
  • Termination: It is advisable to include a section outlining the conditions that could result in an early agreement termination. It’s crucial to specify whether a termination will result in a reduction in payments or a complete loss of payments.
  • Applicable regulations: This section of the agreement should also include a list of all the federal, state, municipal, and industry-specific regulations that are relevant to the area and the type of business being conducted. Parties will be able to comprehend what precise legal action is available to them if there are infractions.
  • Attorney Fees: In the event a case arises, fees for legal representation will be necessary. It is imperative to establish a maximum sum and be specific about the terms of the lawyer’s payment.

Does The Non-Circumvention Clause Have Legal Force?

A non-circumvention pact is, in fact, enforceable by law. This kind of contract ensures that a party may bring legal action against a business partner who has harmed them.

These agreements consist of various sections that outline legal requirements, dispute resolution procedures, and the process for resolving disputes.

What Happens If Someone Violates a Non-circumvention Provision?

The penalties for violating non-circumvention clauses ought to be specified.

The disclosure party can file a claim for breach of contract if the recipient violates the clause by avoiding it.

Forbidding circumvention provisions may allow recipients to expose potential benefits they may have received from improperly using confidential information.


In a joint venture agreement, what does the non-circumvention provision mean?

This forbids one party from doing business with someone they were referred to by another party.

What penalty falls under a non-circumvention clause?

Any party that breaches the provisions of the agreement after all parties have signed it will be liable for paying a penalty equal to what the protected party would have received—or more—if the agreement had not been broken.

What do non-circumvention and trade restraint mean?

A non-circumvention provision is, in general, a trade restriction. The policy aims to prevent parties from avoiding you, directly interacting with suppliers or customers, and preventing profitable economic transactions.

What is the agreement about the penalty clause?

If the conditions of a contract break, the counterparty is liable to pay a significant sum of money according to the penalty clause. Nevertheless, this amount of money is typically out of proportion to the loss incurred as a result of the breach.


A non-circumvention agreement is necessary for partners who often engage in diverse business transactions. By guaranteeing that each party’s rights and obligations remain valid, the legal agreement avoids any obligation loss. All parties involved must, however, exercise caution and carefully review the provisions before signing such an arrangement. The parties can also think about contacting a qualified lawyer who has already worked on non-circumvention agreements.

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