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The Non-Circumvention and Non-Disclosure (NCND) form is a vital tool for businesses engaging in transactions that involve introductions and referrals. It serves to protect the interests of parties involved by ensuring that introductions made by one party to another are respected and compensated fairly. This agreement emphasizes the importance of transparency and confidentiality in business dealings. It prohibits parties from bypassing each other in transactions that arise from such introductions, thereby safeguarding the financial interests of both parties. Additionally, the NCND form includes clauses that address the payment of fees and commissions, ensuring that no party can avoid their financial obligations. The agreement also emphasizes the need for confidentiality regarding sensitive information, such as names and contact details of introduced parties. With a term of five years, this agreement is both irrevocable and non-cancelable, binding all parties to its terms and conditions. By establishing clear guidelines, the NCND form fosters trust and encourages fruitful business relationships while minimizing the risk of disputes.
Dos and Don'ts
When filling out the NCND form, it's crucial to follow certain guidelines to ensure accuracy and compliance. Here are six important dos and don’ts:
- Do read the entire document carefully before signing to understand your obligations.
- Do provide accurate and complete information about yourself and your company.
- Do keep a copy of the signed agreement for your records.
- Do ensure that all parties involved have the authority to sign the agreement.
- Don't leave any sections blank; fill in all required fields to avoid delays.
- Don't disclose any confidential information to third parties without written consent.
Document Attributes
| Fact Name | Description |
|---|---|
| Irrevocability | The NCND form is irrevocable and non-cancelable for a term of five years. This means once signed, the agreement cannot be canceled during this period. |
| Confidentiality | Parties agree to keep all confidential information private. This includes names, contact details, and any sensitive business information shared between them. |
| Non-Circumvention | Parties must not bypass each other in business dealings. Any transaction initiated through an introduction must involve both parties, ensuring fair compensation. |
| Governing Law | This agreement is governed by the laws of the State of Colorado. Any disputes will be resolved according to these regulations. |
Key takeaways
Understanding the Non-Circumvention and Non-Disclosure (NCND) form is crucial for anyone entering into business agreements. Here are some key takeaways to keep in mind:
- Purpose of the NCND: The NCND form serves to protect the interests of all parties involved in business transactions, ensuring that introductions and referrals are honored and compensated fairly.
- Irrevocability: Once signed, this agreement cannot be canceled or revoked for a period of five years, making it essential to consider the long-term implications before signing.
- Introduction Protection: The form emphasizes that any party introduced by one signatory is considered to be “introduced by” that party, even if the introduction leads to subsequent referrals.
- Confidentiality Obligations: Both parties must keep all shared confidential information private, including names, financial details, and any other sensitive data disclosed during their business relationship.
- Fee and Commission Guarantees: The agreement stipulates that if a transaction occurs due to an introduction, the introducing party is entitled to any commissions or fees, even if they were not directly involved in the deal.
- Dispute Resolution: In case of disagreements, the NCND outlines that disputes should be resolved through arbitration, ensuring a structured approach to conflict resolution.
- Legal Compliance: This agreement is governed by the laws of Colorado, so it is important to understand local regulations that may impact its enforcement.
Filling out and using the NCND form correctly can provide essential protections and foster trust between parties. Always ensure that all terms are clearly understood before signing.
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Example - 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
Detailed Instructions for Writing Ncnd
Filling out the NCND form requires attention to detail and a clear understanding of the parties involved in the agreement. This document serves to protect the interests of all signatories involved in business transactions. Properly completing this form ensures that all parties are aware of their responsibilities and obligations.
- Begin by carefully reading the entire form to understand its terms and conditions.
- Locate the section titled "BY OUR SIGNATURES WE CONFIRM WE HAVE FULL AUTHORITY TO EXECUTE THIS AGREEMENT." This is where you will provide your signature.
- In the space provided for the signature, sign your name. Ensure that your signature is clear and legible.
- Next, find the section labeled "Dated: ____________." Fill in the date on which you are signing the form.
- Proceed to the "Please Print Name" section. Clearly print your full name as it appears on any official documents.
- In the "Company Name" section, print or type the name of your company or organization, if applicable.
- After completing these sections, review the form for any errors or omissions. Make sure all required fields are filled out correctly.
- Once you are satisfied with the information provided, keep a copy of the signed form for your records.
Documents used along the form
The Non-Circumvention and Non-Disclosure (NCND) form is often accompanied by various other documents that help clarify and support the agreements made between parties. Below is a list of commonly used forms and documents that may be utilized alongside the NCND form, each serving a specific purpose in the business transaction process.
- Confidentiality Agreement: This document ensures that all parties involved maintain the confidentiality of sensitive information shared during business dealings. It outlines what constitutes confidential information and the obligations of each party to protect it.
- Letter of Intent (LOI): An LOI is a preliminary agreement that outlines the basic terms and conditions of a potential deal. It serves as a starting point for negotiations and demonstrates the intent of the parties to enter into a formal agreement.
- Mobile Home Bill of Sale - This document is essential for recording the transfer of ownership of a mobile home. It specifies details such as the transaction price and the condition of the mobile home, acting as proof of purchase. For more information, visit https://newyorkform.com/free-mobile-home-bill-of-sale-template.
- Broker Agreement: This document defines the relationship between a broker and the parties involved in a transaction. It outlines the broker's responsibilities, the scope of services provided, and the compensation structure for successful transactions.
- Memorandum of Understanding (MOU): An MOU is a non-binding agreement that expresses the willingness of parties to work together toward a common goal. It typically outlines the roles and responsibilities of each party and sets the framework for future collaboration.
- Service Agreement: This document details the terms under which services will be provided between parties. It specifies the scope of work, payment terms, and any specific obligations that each party must fulfill.
- Joint Venture Agreement: When two or more parties decide to collaborate on a specific project, a joint venture agreement outlines the terms of the partnership, including contributions, profit-sharing, and management responsibilities.
- Indemnity Agreement: This document protects one party from potential losses or damages incurred by another party. It specifies the circumstances under which indemnification will occur and the extent of liability for each party.
- Non-Disclosure Agreement (NDA): Similar to the confidentiality agreement, an NDA specifically prohibits parties from disclosing certain information. It is often used in situations where sensitive information is shared before a formal agreement is reached.
Each of these documents plays a vital role in ensuring that the terms of business relationships are clearly defined and legally binding. By utilizing these forms alongside the NCND, parties can protect their interests and foster a collaborative environment for successful transactions.