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This Non-Circumvention Agreement (the "Agreement"), dated as of [insert date], is entered into by the undersigned parties in order to protect each party's proprietary information concerning certain third party relationships.
In consideration of the mutual promises, terms and conditions stated below, the undersigned parties agree as follows.
Non-Circumvention. Each of the undersigned parties agree that they, and all their affiliated companies, agents, employees, successors in interest or assigns, will not, during this Agreement's term and for a three (3) year period after this Agreement's termination, engage in Non-Circumvention Conduct with third parties, including, without limitation, suppliers, customers, financial sources, manufacturers, consultants, that have been disclosed to them, directly or indirectly, by the other party to this Agreement. "Non-Circumvention Conduct" means contacting, discussing, or transacting business with such third party, without the prior knowledge and written consent of the other party to this Agreement.
Term. This Agreement shall begin on the date written above and shall terminate at the later of (i) the termination of discussions concerning entering into a business relationship, or (ii) the termination of the business relationship between the undersigned parties.
Electronic Signatures. This Agreement and any written notice, consent, agreement or document provided for in this Agreement shall be deemed signed if the person's name is placed on the document whether by manual signature, electronic transmission or facsimile transmission by the person.
Other Provisions. This Agreement embodies the entire understanding between the parties with regard to its subject matter and replaces all prior agreements. This Agreement may not be assigned or modified without the written consent of both parties. This Agreement is governed by the law of the state of ________________, without regard to its conflict of law principles. Any notice to either party may be sent by email, United States Mail or expedited delivery service. In the event of a suit involving the terms or subject matter of this Agreement, the prevailing party shall be entitled to its cost and reasonable attorney’s fees incurred in enforcing this Agreement.

This Agreement will be governed by the laws of:
(Usually the state in which you are conducting business)
Name:   Title: (Optional)   Date:
Name:   Title: (Optional)   Date:

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