Non Disclosure No Conflict (NCND) Agreement
Nowadays occasional intermediaries use NCND agreements to protect their rights but not everyone knows its importance.
A non-circumvention non-disclosure agreement is called the NCND Agreement. NCND is used to protect the rights of occasional intermediaries in businesses or international trade that provide certain services like assistance in negotiating contracts and wishing to be protected against the risk of being “circumvented” by the other party (i.e., its client) and, consequently, not being paid the commission for its services.
In the preliminary stages of a business transaction, we use the NCND agreement where the seller and buyer do not know each other but are brought into contact with each other by one or more intermediaries to fulfill the transaction.
The NCND Agreement is divided into two parts:
Part A: Special Conditions- specifying the terms that are special to a particular NCND agreement, and according to their particular requirements it must be filled in by the parties.
Part B: General Conditions- setting out standard terms common to all contracts including the ICC General Conditions for Non-circumvention & Non-disclosure Agreements.
Both parts are used by the parties that sign the agreement: articles in section A require a choice between different alternatives (checking the box in each part); part A is completed by part B that is standard conditions.
The motive of NCND agreement is to ensure that:
- The intermediaries who brought the buyer and seller together are not by-passed.
- NO external or unauthorized party can get access to the information. The validity of this agreement is for some specific time.
The important articles of the NCND agreement are:
- Services to be provided by the Intermediary
- Exclusive rights of the intermediary – Customer protection
- Undertaking not to compete
- The Intermediary´s remuneration
- Confidentiality and non-disclosure obligations
- Term of the agreement
- Applicable law and resolution of disputes