ICC Non-Circumvention Non-Disclosure & Working Agreement: A Comprehensive Guide
In the world of business, confidentiality is a key factor that helps protect sensitive information and maintain trust between parties involved in a deal. Whether you are a business owner, supplier, buyer, or intermediary, signing a non-disclosure agreement (NDA) can help safeguard your trade secrets and prevent unauthorized disclosure of information.
One such agreement that is commonly used in international trade is the ICC Non-Circumvention Non-Disclosure & Working Agreement, also known as NCNDA. In this article, we will explore what an NCNDA is, how it works, and what key provisions it includes.
What is an ICC Non-Circumvention Non-Disclosure & Working Agreement?
An ICC NCNDA is a legally binding agreement between two or more parties that outlines the terms and conditions under which they will work together, exchange information, and protect confidential data. It is designed to prevent the signatories from circumventing each other in any way and disclosing any confidential information shared during the course of the deal.
The ICC NCNDA is typically used in international trade deals involving intermediaries who connect buyers and sellers, such as brokers, agents, and consultants. It helps ensure that the intermediary does not disclose the identity of the buyer or seller to the other party without their consent and that the parties do not engage in any direct transaction without involving the intermediary.
How does an ICC Non-Circumvention Non-Disclosure & Working Agreement work?
An ICC NCNDA is a tripartite agreement that involves three main parties: the disclosing party, the receiving party, and the intermediary. The disclosing party is the one who shares confidential information with the other party, while the receiving party is the one who receives the information. The intermediary is the third party who facilitates the transaction between the two parties.
The agreement typically includes provisions that define the scope of the confidential information, the duration of the agreement, and the remedies for breach of the agreement. It also includes clauses that restrict the parties from circumventing the intermediary and engaging in direct transactions with each other without the intermediary’s consent.
Key provisions of an ICC Non-Circumvention Non-Disclosure & Working Agreement
1. Confidentiality: The agreement should clearly define what constitutes confidential information and how it should be protected by the receiving party. It should also outline the exceptions to confidentiality, such as information that is already in the public domain or obtained from a third party.
2. Non-circumvention: The agreement should include clauses that prevent the parties from circumventing the intermediary and engaging in direct transactions with each other without the intermediary’s consent. This helps protect the intermediary’s interests and prevents any potential loss of commission.
3. Exclusivity: The agreement may also include a provision that grants exclusivity to the intermediary for a certain period of time. This means that the parties cannot engage with another intermediary or directly with each other during the exclusivity period.
4. Term and termination: The agreement should clearly spell out the duration of the agreement and the conditions for termination. It should also specify the remedies for breach of the agreement.
5. Governing law and jurisdiction: The agreement should specify the governing law and jurisdiction that will apply in case of any dispute between the parties.
Conclusion
An ICC Non-Circumvention Non-Disclosure & Working Agreement is an important tool for protecting confidential information in international trade deals involving intermediaries. It helps ensure that the parties involved are bound by the terms of the agreement and that the intermediary’s interests are protected. If you are involved in such a transaction, it is important to consult with a legal expert and have a well-drafted NCNDA in place before sharing any confidential information.