Intro
Master the art of creating a comprehensive ICC NCNDA template with our expert guide. Discover the 10 essential clauses to include, from confidentiality and non-disclosure to non-circumvention and governing law. Protect your business interests and avoid costly mistakes with our detailed breakdown of ICC NCNDA best practices and sample clauses.
International Commercial Contracts, or ICC model contracts, are widely used in global trade to establish a fair and balanced relationship between parties. One of the essential components of these contracts is the Non-Circumvention and Non-Disclosure Agreement (NCNDA). In this article, we will explore the 10 essential ICC NCNDA template clauses that you should include in your contracts to protect your business interests.
The importance of having a comprehensive NCNDA in place cannot be overstated. It helps prevent the misuse of confidential information, protects business relationships, and ensures that all parties involved in a transaction are aware of their obligations. By including these 10 essential clauses in your ICC NCNDA template, you can safeguard your business and minimize the risk of disputes.
Understanding the Basics of NCNDA
Before we dive into the essential clauses, let's briefly discuss the purpose of an NCNDA. A Non-Circumvention and Non-Disclosure Agreement is a contract between two or more parties that prohibits the disclosure of confidential information and prevents the circumvention of business relationships.
Clause 1: Definition of Confidential Information
The first clause in your ICC NCNDA template should clearly define what constitutes confidential information. This includes trade secrets, business strategies, and any other information that is not publicly available.
Definition of Confidential Information
"For the purpose of this Agreement, 'Confidential Information' shall mean all information, whether written or oral, tangible or intangible, that is designated as confidential by the Disclosing Party, including but not limited to trade secrets, business strategies, and any other information that is not publicly available."
Clause 2: Obligations of the Receiving Party
The second clause should outline the obligations of the receiving party with respect to the confidential information. This includes the duty to maintain confidentiality and to use the information only for the purpose specified in the agreement.
Obligations of the Receiving Party
"The Receiving Party shall maintain the confidentiality of the Confidential Information and shall use it only for the purpose specified in this Agreement. The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party."
Clause 3: Exclusions from Confidential Information
The third clause should identify any information that is excluded from the definition of confidential information. This includes information that is already publicly available or that is obtained from a third party.
Exclusions from Confidential Information
"The obligations of the Receiving Party under this Agreement shall not apply to any information that is (i) already publicly available, (ii) obtained from a third party, or (iii) independently developed by the Receiving Party."
Clause 4: Non-Circumvention
The fourth clause should include a non-circumvention provision that prohibits the receiving party from circumventing the business relationship between the parties.
Non-Circumvention
"The Receiving Party shall not, directly or indirectly, circumvent the business relationship between the parties by dealing with any third party that is a customer, supplier, or business partner of the Disclosing Party."
Clause 5: Non-Disclosure
The fifth clause should include a non-disclosure provision that prohibits the receiving party from disclosing the confidential information to any third party.
Non-Disclosure
"The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall be liable for any breach of this provision by its employees, agents, or contractors."
Clause 6: Return of Confidential Information
The sixth clause should require the receiving party to return all confidential information to the disclosing party upon request.
Return of Confidential Information
"Upon the request of the Disclosing Party, the Receiving Party shall return all Confidential Information to the Disclosing Party, including all copies and summaries thereof."
Clause 7: Remedies
The seventh clause should specify the remedies available to the disclosing party in the event of a breach of the agreement.
Remedies
"In the event of a breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief and/or damages, including but not limited to reasonable attorney's fees and costs."
Clause 8: Governing Law
The eighth clause should specify the governing law of the agreement.
Governing Law
"This Agreement shall be governed by and construed in accordance with the laws of [country/state]. Any disputes arising out of or related to this Agreement shall be resolved through arbitration in accordance with the rules of the [arbitration institution]."
Clause 9: Dispute Resolution
The ninth clause should specify the dispute resolution mechanism.
Dispute Resolution
"Any disputes arising out of or related to this Agreement shall be resolved through arbitration in accordance with the rules of the [arbitration institution]. The arbitration shall be conducted in [language] and the arbitral award shall be final and binding on the parties."
Clause 10: Entire Agreement
The tenth clause should state that the agreement constitutes the entire understanding between the parties.
Entire Agreement
"This Agreement constitutes the entire understanding between the parties and supersedes all prior or contemporaneous agreements or understandings, whether written or oral."
Gallery of ICC NCNDA Templates
ICC NCNDA Template Gallery
In conclusion, an ICC NCNDA template is an essential tool for any business that wants to protect its confidential information and prevent the circumvention of business relationships. By including these 10 essential clauses in your template, you can safeguard your business and minimize the risk of disputes. Remember to always consult with a lawyer before using any template, and to customize the template to fit your specific business needs.
We hope this article has been informative and helpful. If you have any questions or comments, please feel free to share them below.