Using a Non-Circumvention Agreement for Your Business


No matter what type of business you’re in, and no matter how big or small it is, one thing is for sure – information is one of your most precious commodities. That’s why it’s crucial that you take the right steps to protect it. One of these steps is using a non-circumvention agreement.

Here’s what you should know about this type of agreement and how to use it in your business, whether you’re in Florida or anywhere else.

What is a non-circumvention agreement?

A non-circumvention agreement is a legal document that affords certain protections. As a business owner, you should consider using one if:

  • You have frequent business dealings with outside entities, contractors or other businesses to generate new opportunities; and/or
  • You are planning to grow your business and deal with different entities/parties.

In these circumstances, a non-circumvention agreement prevents someone from taking advantage of you by “poaching” contacts or misusing information. Specifically, it keeps them from using information provided in the context of a business transaction and using it to further their own agenda without your permission. For example, it prevents them from sharing your pricing strategy with someone else they want to do business with, and then promising a better price to secure that business.

What Should a Non-Circumvention Agreement Include?

At Loshak Leach LLP, our legal team can help you draft a non-circumvention agreement suited to your specific business needs. However, a non-circumvention agreement for Florida businesses typically includes:

  • The term of agreement – this details how long the agreement will remain in effect after it’s signed, stipulations pertaining to automatic renewal (if any), and stipulations pertaining to changes in duration (if any).
  • Stipulations pertaining to contacts – detailing the type of information that parties involved in the transaction should not disclose.
  • Explanation of fee/commission agreements – this section should be as generic as possible unless you have customary fees for specific services.
  • Stipulations pertaining to violations – an explanation of the consequences for violating any provisions in the agreement.
  • Stipulations pertaining to confidentiality – while this is not essential, it can provide additional protection in the event of wrongful disclosure of certain information that has an adverse effect on your business.
  • Stipulations pertaining to non-disclosure – these are similar to confidentiality provisions. Accordingly, they mandate that people involved in your business dealings don’t share any information about your business, products, services and/or intellectual property without your knowledge and consent.
  • Statement regarding choice of law – in this section you should indicate that the terms of the agreement comply with applicable Florida laws (and the laws of any other states where you are doing business).
  • Statement pertaining to attorney fees – this is usually a stipulation that the losing party is responsible for any legal expenses if there is a dispute over the agreement that ends up in court.
  • Entire agreement provisions – this is where any person or entity associated with participants in the agreement should be identified. Stipulations should be included mandating that agents, contractors, and employees associated with the participants comply with the agreement. Furthermore, all parties involved in the agreement must sign it. Any changes made to the agreement must be made in writing and signed by all parties concerned.

Optional provisions

Keep in mind that your needs may differ significantly from someone else in the same business. Accordingly, it is important to work with qualified Florida lawyers who can help you craft a customized non-circumvention agreement. The legal team at Loshak Leach LLP can provide advice about the benefits of additional provisions for your non-circumvention agreement, and draft an agreement that meets your unique needs. Contact us online or call us at (954) 334-1122 to schedule an initial consultation today.

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