Non-Circumvention Agreement Template

Introducer’s Non-Circumvention Agreement

BS.NCVA.01

This Introducer's Non-Circumvention Agreement builds on the provisions of our existing Introducer's Agreement with comprehensive new non-circumvention provisions.

When providing services as an introducer it is vital that your position be protected. In the absence of workable non-circumvention provisions it can be easier for a client to simply bypass your services, contract with the party you were taken on to introduce, and thus bypass the fees and/or commission due to you.

Whilst circumvention of this kind would still be caught under the standard terms of an introducer's agreement and would generally qualify as breach of contract, the use of a non-circumvention clause clearly sets out your client's obligation not to circumvent and the steps they must take in order to fully comply - thus ensuring that you, as the introducer, can provide your services safe in the knowledge that the client knows precisely how they must deal with whomever you introduce them to.

As an introducer agreement, this template functions in situations where one party wishes to establish a contract with a new client, perhaps in a new market or a new region. That client need not be known to the party at the outset. The Introducer may find and introduce that client or - if the client is already known - simply introduce them.

This document is structured around the establishment of an on-going business relationship and is designed for use in situations whereby a series of separate transactions between one party (e.g. a supplier) and a client will ultimately constitute an on-going business relationship (the number of transactions can be determined within the agreement). A percentage of the final contract price for each transaction is paid to the introducer with a final fixed sum (to be agreed between the parties to this contract) to be paid once the on-going business relationship is deemed established. Once the relationship is established, the introducer's job is complete and their involvement in further transactions ceases.

It is important to note that, in the interests of fairness and avoiding the restraint of trade, a time limit on the non-circumvention provisions should be agreed when negotiating the contract. This period should be reasonable given the prevailing circumstances (such as the expected time between transactions etc.). In the event that the series of transactions “fizzles out” the introducer's client should not be prohibited from dealing with the introduced client for ever more.

This agreement has not been created in accordance with FSA rules or the Financial Services and Markets Act 2000, and as such makes no reference or commitment to abiding by them. This agreement therefore is unsuitable for the introduction of clients for financial services, such as insurance products or investment advice.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This Introducer's Non-Circumvention Agreement includes the following clauses:

1. Definitions and Interpretation
2. Appointment of the Introducer
3. Method of Introduction
4. Obligations of the Company
5. Non-Circumvention
6. Fees, Payment and Records
7. Confidentiality
8. Force Majeure
9. Term and Termination
10. Effects of Termination
11. No Waiver
12. Further Assurance
13. Costs
14. Set-Off
15. Assignment and Sub-Contracting
16. Time
17. Relationship of the Parties
18. Non-Solicitation and Non-Competition
19. Third Party Rights
20. Notices
21. Entire Agreement
22. Counterparts
23. Severance
24. Dispute Resolution
25. Law and Jurisdiction

and the following schedule:

1. Business Purposes

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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