1. Purpose

An NCNDA protects confidential information and identifies parties or opportunities introduced for a defined transaction. It should not prevent lawful independent business unrelated to the protected introduction.

2. Parties and authority

Use complete legal names, registration details, addresses and authorised signatories. Agents and intermediaries should disclose the principal or clearly state the scope of mandate and responsibility.

3. Confidential information

Define protected business, technical, legal, financial, geological, customer, supplier and government information, together with exclusions for public, independently developed, lawfully received or compelled disclosures.

4. Protected parties and opportunity

Attach or otherwise document introduced companies, individuals, assets, licences, countries, mandates or opportunities. Avoid vague language that purports to protect the entire global market.

5. Permitted disclosure

Allow disclosure to employees, affiliates, funders and professional advisers on a need-to-know basis subject to equivalent confidentiality. Compelled legal disclosure should include notice where lawful.

6. Non-circumvention

State the prohibited bypass conduct, protected relationships, term, permitted pre-existing relationships and evidence of introduction. Any fee consequence should cross-reference the separate fee-protection or mandate clause.

7. Duration, law and remedies

Confidentiality and non-circumvention periods may differ. Select governing law, courts or arbitration, notice method, interim relief and reasonable remedies. Penalties that are excessive or unclear may be unenforceable in some jurisdictions.

8. Signature checklist

• Authority and full legal identity verified.
• Protected parties or opportunity documented.
• Transaction purpose and permitted use clear.
• Fee agreement consistent and separately understood.
• Jurisdiction-specific legal review completed.