Confidentiality & Technology
Non-Circumvention
Also: Non Circumvention
A non-circumvention provision restricts bypassing a party after that party introduces a contact, opportunity, or transaction. It should identify the protected introduction and prohibited conduct.
Lawyer Explanation
The clause may protect an intermediary in a referral, sourcing, brokerage, or proposed transaction. It is separate from a promise to keep information confidential. Explain whether the restriction concerns a specific deal, particular contacts, or a broader relationship, and coordinate it with compensation and duration.
What It Actually Does
Defines a particular restriction. Read it together with exceptions, remedies, duration, the parties involved, and the commercial relationship; it is not interchangeable with other protective clauses.
Why It Matters
A clause or plan can affect future work, transactions, information use, or continuity. Identify what the parties need to protect and what activities must remain possible before selecting language.
Example
An intermediary introduces a prospective supplier. The businesses need to clarify whether a later direct purchase is restricted and whether contacts known before the introduction are excluded.
What Stewart Law Looks For
- Identified introductions and opportunities
- evidence of prior relationships
- restricted transactions
- duration
- compensation and remedies.
Common Red Flags
- Every contact treated as protected forever
- no exception for independent development or existing relationships
- obligations that exceed the commercial purpose.
Common Negotiation Points
Define the objective and covered conduct; narrow ambiguous language; coordinate exceptions, duration, and related agreements. The appropriate terms depend on the actual relationship and agreed scope.
Florida & Federal Considerations
Florida
Review the clause under the applicable Florida contract and restrictive-covenant framework where relevant. A label alone does not establish the governing legal test.
Federal
Cross-border transactions, competition issues, or regulated intermediary activity can require additional analysis. Identify those circumstances before accepting a standard form.
Related Terms
Contracts Where You'll Commonly See It
Frequently Asked Questions
Is this the same as an NDA?
No. An NDA regulates protected information. This concept addresses different conduct and should be reviewed separately.
Can I rely on a definition to decide what my agreement allows?
No. Review requires the complete agreement, related documents, relevant circumstances, and current law. Stewart Law confirms conflicts and scope before providing advice.
Apply the concept to your business
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