What is a Non-Circumvention Agreement Review?
A non-circumvention agreement is a legal contract that protects agents or brokers from being removed from deals they created for another party, such as a company.
After a non-circumvention agreement is drafted, you should take some time to review it so that it’s clear and specific, while being legally sound.
Read the rest of this article for non-circumvention agreement review tips, such as what key terms you should pay attention to, and how hiring a lawyer can help you with the process.
What Key Terms in a Non-Circumvention Agreement Should You Review?
A non-circumvention agreement usually includes the following essential terms that you should review.
- Definition. The contract must clearly define what activities are prohibited, such as making side deals to bypass an agent.
- Compensation. Check that payment terms for successful deals are outlined.
- Protected contacts. Make sure that specific people or companies that one party introduces to another, and which the receiving party is barred from contacting, are properly listed.
- Exclusions. Any contacts that were already known prior to the non-circumvention agreement must be stated as exclusions to prevent confusion.
- Breach remedies. If the contract is breached, there should be clarity about what legal damages will apply.
- Timeframes. The duration of the agreement must be reasonable, which is often two to three years. The agreement can lack enforceability in court if its duration is too long.
What are Tips for Reviewing a Non-Circumvention Agreement?
If you need to review a non-circumvention agreement, there are some things to consider so that it’s clear and specific to prevent challenges.
Flag a Broad Scope
The scope shouldn’t prevent all future business interactions. Rather, it should target certain working relationships. If it’s too broad, it can be seen as legally invalid in courts because it’s unreasonable.
Check Other Business Documents
You don’t want the non-circumvention agreement to conflict with other business documents. Review them before agreeing to the document’s terms so that you maintain consistency.
Confirm Exclusions
If your non-circumvention agreement doesn’t list exclusions, such as pre-existing relationships, there could be accidental violations. This can result in disputes. Fix any missing exclusions by including them in the agreement.
Be Clear About Compensation
If the working arrangement involves referral fees or commissions, the agreement must clearly specify exactly how these will be paid and when. Identify what conditions trigger payment so that there’s no risk of confusion or misunderstandings that can result in non-payment disputes.
Research the Relevant Laws
When reviewing your non-circumvention agreement, you should ensure that it is aligned with all applicable laws and regulations, especially since state laws govern these types of agreements. Since this can be tricky to do without a strong legal background, you should consult a qualified lawyer for assistance.
Consider Including Definitions
Since a non-circumvention agreement’s terms can sometimes be confusing, you should consider including a definitions section. This ensures all parties can understand everything in the agreement. If you need to revise or amend any sections in your non-circumvention agreement, a lawyer can help you.
Do You Need a Lawyer for Non-Circumvention Agreement Review?
A lawyer is worth hiring to review your non-circumvention agreement because they’ll use their skills and experience to provide an in-depth review that protects your interests. A lawyer will help you in various ways during the contract review process, such as by:
- Reviewing the agreement’s scope so that it’s clear exactly what the transaction is about.
- Examining restrictions to avoid anything too harsh or inappropriate that results in disputes.
- Clarifying all definitions in the agreement, such as ‘confidential information’ and ‘introduced party’ so that both parties understand everything the agreement contains.
- Evaluating all exceptions. A lawyer will ensure that the agreement properly addresses contacts that were already known or independently developed.
- Checking that there are clear confidentiality obligations to protect business information.
- Considering breach remedies. A lawyer will review breach provisions to ensure they are handled fairly to protect your interests.
- Recommending revisions. A lawyer will suggest making revisions to the agreement so that it’s mutually favorable and balanced.
- Rewriting the agreement. If a lawyer suggests writing the agreement from scratch, they can also do this for you so that all terms are clear and legally sound while minimizing your risks.
Where to Find a Lawyer for Non-Circumvention Agreement Review
If you want to search for a lawyer to review your non-circumvention agreement for you, locating an experienced and reputable one is easy on online legal platforms such as ContractsCounsel.
ContractsCounsel is one of the biggest online legal marketplaces that connects you to a curated network of professional, experienced lawyers. All lawyers on the network have been vetted and possess years of experience in contract drafting and review.
When requesting that a lawyer on the platform reviews your non-circumvention agreement, here are the steps to follow:
- Go to the ContractsCounsel marketplace.
- Post your project for free. To ensure you match with a suitable lawyer, you can include a few details about what you require. This could include mentioning any sections of the document that you’re concerned about.
- Wait for bids. Receive multiple bids from lawyers directly on the platform without having to search a lawyer.
- Review the lawyers’ profiles. Go through the platform’s lawyer data, such as their location, client ratings for previous projects, expertise, and credentials, to help you identify the best lawyer for your requirements.
- Select a lawyer and hire them to review your non-circumvention agreement for a flat fee. Alternatively, they can draft an agreement for you from scratch.