Mutual and Reciprocal Non-Disclosure, Non-Circumvention Agreement



This Non-Disclosure, Non-Circumvention Agreement (hereinafter “Agreement”), which shall be regarded as a mutual and reciprocal Contract between the Parties, is made and entered into as of this {       } day of {         ,20   } by and between _________________, having an address _____________________________ and __________________  having an address at:



WHEREAS, The Parties hereto are desirous of establishing a mutually-beneficial business relationship to facilitate the funding of various business opportunities, ventures and transactions, including but not limited to land development projects; and The Parties hereto are prepared to disclose information or data of a confidential nature, including but not limited to financial information, client information, business concepts, business strategies, business opportunities, business relationships and sources of capital and financing.


NOW THEREFORE, for the mutual premises set forth herein and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties hereto agree as follows:


1.       The Parties hereto agree that any and all information or data disclosed, whether printed, written, oral or electronically stored or reproduced and whether provided in response to a specific inquiry or voluntarily provided (hereinafter “Evaluation Materials”), is valuable and strictly confidential, and intend that such information or data remain strictly confidential. The Parties hereto further agree to protect the Evaluation Materials and use said materials for the sole purpose of facilitating the achievement of each party’s business and economic interests.   


2.       The Parties hereto agree not to disclose or reveal the Evaluation Materials to any persons or entities other than employees, directors, officers, representatives, lenders, affiliates or agents who are directly engaged in the analysis, investigation and/or negotiations regarding a proposed venture or transaction, or professionals that may be employed or representatives, lenders and agents operating on a “need to know” basis, unless otherwise agreed to in writing.  If a party decides not to pursue a proposed venture or transaction, said party will promptly advise the other party of this fact and will, upon the disclosing party’s request, return or destroy all copies of the Evaluation Materials, without retaining copies, summaries, analyses or extracts thereof.      


3.       The Parties hereto agree that the Evaluation Materials will not be given or forwarded to any other person or company except to facilitate the achievement of each party’s business and economic interests, and if so requested, to require a similar Non-Disclosure, Non-Circumvention Agreement, if and when the Evaluation Materials are disclosed to said person or company.  The Parties hereto agree that any information or data that is, or later becomes, public information or common knowledge, other than by breach of the provisions of this Agreement, is not covered by this Agreement.


4.       The Parties hereto agree not to circumvent, or bypass the other party directly or indirectly to avoid payment of the fees and commissions associated with this business relationship, or to in any manner interfere with or negate the earning opportunities associated with any business venture or transaction.  Each party hereto agrees that its representatives will not deal directly with any third parties or contacts provided by the other party absent written authorization.


5.       This Agreement shall bind the Parties personally, their heirs, successors, assigns, associates, affiliates, employees, agents, partners, related brokers and investors with respect to the business ventures and transactions associated with this business relationship.  This Agreement shall remain in full force and effect for a period of five (5) years from date hereof, unless any venture or transaction currently in progress extends beyond that date.  In such case, this Agreement shall be extended to allow said venture or transaction to close and fund.  The Parties hereto agree that a separate Fee Agreement, which outlines the specific fees and commissions payable to each party pursuant to each business venture or transaction, will be drafted and executed before commencement and execution of each venture or transaction.


6.       This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to conflict of law principles thereof.  The Parties hereto agree that a breach of any material provision of this Agreement would result in irreparable harm to the disclosing party, that any remedy at law is inadequate, and accordingly, in the event of any breach or threatened breach of any material provision hereof by the receiving party, disclosing party shall have the right to seek immediate injunctive relief in addition to any other remedies available at law or equity.  In the event a dispute in law or equity arises regarding this Agreement, the prevailing party shall be entitled to recover the reasonable attorneys’ fees and costs (regardless of whether such fees and costs are recoverable pursuant to the Utah Code) incurred during the resolution of said dispute.


7.       This Agreement constitutes the entire agreement between the Parties, superseding any and all prior or contemporaneous oral or written representations, communications, understandings or agreements with regard to the subject matter hereof.  Any modifications or amendments to the Agreement must be in writing and signed by both Parties.  Should any part or provision of this Agreement be held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provision shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon the Parties hereto.  The Parties to this Agreement hereby agree the terms and provisions of this Agreement will be held in the strictest confidence and in trust for the sole and exclusive benefit of the Parties to this Agreement.


8.       Each party acknowledges that this Agreement is a valid and legally binding obligation that has been executed by an authorized representative. A copy of this Agreement transmitted via facsimile, bearing the signature of one or both Parties shall be deemed to be of the same legal force and effect as an original of the Agreement bearing such signature(s) as originally written by such one or both Parties. 


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the 4th day of April 2007.


_________________                             _____________________________________

Company Name:                                        Borrower’s Name – print




                                                                   Borrower Signature and Date                              




Company Name                                                        By:  _______________________________    

                          Its: ____________________