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NON-CIRCUMVENTION AGREEMENT
This Non-Circumvention Agreement (this "Agreement") is entered into as of this
day of , 200 , and is by and between (!resentor")
and
(!resentee"), together with each of !resentor#s and !resentee#s
officers, directors, shareho$ders, agents, em%$oyees, consu$tants, attorneys and affi$iates&
'(C)TA*+
,-('(A+, !resentor has a business investment o%%ortunity which it desires to %resent
to !resentee and any and a$$ other o%%ortunities re$ating to or derived from such o%%ortunity (the
".%%ortunity"), and intends to assist !resentee with res%ect to the .%%ortunity/ and
,-('(A+, !resentee has an investor (the )nvestor") who is interested in %artici%ating
in the o%%ortunity/ and
,-('(A+, !resentor desires and !resentee agrees that %rior to identification of the
.%%ortunity by !resentor and the )nvestor by !resentee, each of !resentor and !resentee must
agree to certain non-circumvention and nondisc$osure covenants/ and
,-('(A+, !resentee desires to be %resented with the o%%ortunity to ac0uire the
.%%ortunity and !resentor desires to %resent the o%%ortunity to the )nvestor&
N.,, T-('(1.'(, for good and ade0uate consideration, the recei%t of which is hereby
ac2now$edged, the %arties hereto, agree as fo$$ows3
A'T)C*( )
N.N-C)'C456(NT).N
+ection 7& Further contacts with the Opportunity (Non-Circumention!&
!resentee agrees not to contact or initiate contact at any time for any %ur%ose, either direct$y or
indirect$y, the .%%ortunity or any officers, directors, shareho$ders, consu$tants, attorneys,
em%$oyees, agents or other affi$iates of the .%%ortunity, or any other %ro%erty or %ro%erties
whose identity was revea$ed through the efforts of !resentor, un$ess such a%%rova$ is s%ecifica$$y
granted in written form by !resentor on a case-by-case basis& !resentee further agrees not to
underta2e any transaction or a series of transactions of any 2ind with the .%%ortunity or to co$$ect
any fees in connection with the .%%ortunity without the e8%ress %rior written agreement of
!resentor, which agreement may be withhe$d in !resentor9s so$e discretion&
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+ection 2& Tra"e #ecrets& 5uch of the business information communicated to
!resentor by !resentee and by !resentee to !resentor may be trade secrets to such %arty& (ach of
!resentee and !resentor agrees to %reserve the secrecy of said information& A$$ information
which becomes 2nown through the course of business conducted by and between !resentor and
!resentee sha$$ be deemed trade secrets& +aid trade secrets inc$ude, but are not $imited to,
%re%ared information %ac2ages/ financia$s/ re$ated documents/ names of %otentia$ ac0uisitions,
intermediaries, contacts and dea$ sources/ dea$ structures and financia$ considerations& (ach of
!resentee and !resentor agrees to %reserve and %rotect the secrecy and confidentia$ity of such
information and sha$$ disc$ose same to no third %arty without the e8%ress written %ermission from
the other& This %rohibition sha$$ be enforced from the date of this agreement and for a %eriod of
five years thereafter&
+ection :& App$ica%i$ity o& A'reement& !resentor and !resentee both agree that the
%rovisions of this Agreement e8tend to the em%$oyees and officers of their res%ective
com%anies;businesses& +aid %rinci%a$s further agree to %rovide the re0uisite interna$ security of
the sub<ect data within their res%ective organi=ations&
A'T)C*( ))
5)+C(**AN(.4+
+ection 7& (ispute Reso$ution& )n the event of any dis%ute, controversy, or c$aim
re$ated to or arising from the terms of this Agreement, the %arties hereto hereby agree that any
such dis%ute, controversy or c$aim sha$$ be sett$ed by arbitration in accordance with the
Commercia$ Arbitration 'u$es of the American Arbitration Association and <udgment u%on the
award rendered by the arbitrator(s) may be entered in any court having <urisdiction thereof& +aid
arbitration sha$$ be conducted in .range County, Ca$ifornia, by a sing$e arbitrator& +uch dis%ute
reso$ution sha$$ be in accordance with the a%%$icab$e substantive $aws of the state of Ca$ifornia&
The %revai$ing %arty sha$$ be entit$ed to a$$ fees and costs arising therefrom, inc$uding, but not
$imited to, attorney9s fees and costs&
+ection 2& Authority& (ach of !resentor and !resentee hereby re%resents that it has
fu$$ right, %ower and authority to e8ecute this Agreement and to %erform the actions
contem%$ated hereby& 4%on e8ecution of this Agreement, each of !resentor and !resentee
hereby binds its re%resentatives and heirs and a$$ subsidiaries and firms affi$iated with !resentor
or !resentee, as the case may be, under the terms of this Agreement&
+ection :& Inte'ration an" #eera%i$ity& This Agreement constitutes the entire
agreement between the %arties hereto regarding the transactions contem%$ated hereby& )n the
event a term or terms of this Agreement is;are he$d to be unenforceab$e or un$awfu$, the
remaining terms of this Agreement sha$$ continue in fu$$ force and effect&
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+ection >& Notices& A$$ notices, re0uests, consents and other communications
hereunder sha$$ be in writing and sha$$ be de$ivered in %erson or by registered or certified mai$,
return recei%t re0uested, %ostage and fees %re%aid, or by overnight courier, recei%t signature
re0uired, or by te$eco%ier transmission, with verification of the transmission received by the
sender, to the %arties as set forth be$ow or at such other %$ace as either %arty may, by written
notice to the other, direct3
)f to !resentor3
1acsimi$e No&3
Attn3
)f to !resentee3
1acsimi$e No&3
Attn3
Any %arty hereto may change the address designated for mai$ing by written notice to the
other %arty& A$$ such notices sha$$ be deemed to be given when de$ivered in %erson or te$eco%ied,
or if %$aced in the mai$ as aforesaid, then four days thereafter&
+ection ?& Counterparts& This Agreement may be e8ecuted simu$taneous$y in one or
more counter%arts, inc$uding te$eco%y facsimi$es, each of which sha$$ be deemed an origina$, but
a$$ of which together sha$$ constitute one and the same agreement&
+ection @& Amen"ments& This Agreement may on$y be amended, su%%$emented, or
otherwise a$tered with the e8%ress written consent of a$$ %arties hereto&
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The !arties hereto, agreeing to be bound, hereby e8ecute this Agreement effective the date first
set forth above&
!'(+(NT.'
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