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Richard - Bizlaw
Richard - Bizlaw, Attorney
Category: Business Law
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Experience:  30 years of corporate, litigation and international law
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Here is the question in regards XXXXX XXXXX enclosed non-circumvent

Customer Question

Here is the question in regards XXXXX XXXXX enclosed non-circumvent issue. I have signed this agreement with a company that is a rep for the parent company. I was not aware of who the parent company was however I did discover the company through my own research on the internet-I seek to enter into an agreement with the other company for the main reason that the other company has been non-responsive for the past 6 weeks to calls e-mails etc and they also did not inform me of a variety of regulatory requirements. I have not transacted any business with the current entity. If I terminate the existing agreement in writing. Do I have exposure if I incorporate a new company and enter into a new agreement with another company in the industry based upon the schedule B non circumvent?



Schedule “B”
Non-Circumvention Agreement


In order to assist both parties, their officers, directors, employees, agents and/or associates, (hereinafter “USPC”), and (hereinafter “Group”) will furnish certain information and materials (herein the “Confidential Information”) related to each other. Both parties agree to the terms and conditions set forth herein governing the confidentiality of certain information that each is furnishing to the other. Confidential Information includes, but is not limited to, all proprietary data, trade secrets, methods of operations, marketing or operational business strategies and techniques, planned or projected company activities or forecasts, professional providers, individual and corporate contacts, customer lists and other confidential business information, in whatever form, transmitted between Group and USPC. Confidential Materials mean all tangible materials containing Confidential Information, including without limitation, documents and computer disks or tapes, and which material shall be deemed to be confidential or proprietary.

In consideration of receiving said Confidential Information and/or Confidential Materials, Group and USPC hereby agree that during the pendency of this Marketing Agreement, and for as long as commissions are being paid under this Agreement, or for two years thereafter, whichever shall last occur:

 Neither party will use for any purpose (except to fulfill the purposes of the Agreement), or disclose to any third person or party, any portion of the Confidential Information and/or Confidential Materials of the other party. 

 Neither Group nor USPC will solicit the clients, customers, providers and/or other contracted parties of the other party, except for those parties contracted prior to the signing of the Agreement. Both parties agree that such action would interfere with or damage USPC’s or Group’s relationship with its respective clients and/or providers. 

 Upon any termination of the Agreement, to return promptly, as soon as practical, all copies of Confidential Materials of the other party. 
Submitted: 2 years ago.
Category: Business Law
Expert:  Richard - Bizlaw replied 2 years ago.

bizlaw :

Are you going to a competitor? Are you going to be soliciting clients of the company with whom you entered into the contract?

Customer :

No not a competitor-I guess the reference could be to the wholesaler-not soliciting clients however I do not have a client list to know who there clients are anyway excpet by looking on the web. I do not intend to go after their business.

bizlaw :

If you do not know their customers and have not received their proprietary information and are not going to a competitor I do not think the provision in question will be applied to you. However, you should notify them immediately and in that notification point out that you never received any Confidential Information. California looks very unfavorably on non competes so as long as you are not using their proprietary information I do not see this provision being enforced.

If this answer is responsive to your question, please accept it. That is how we are compensated. It would also be appreciated if you provided feed back on your view of the answer. Finally, if the answer was especially helpful you can provide a bonus. If I can be of further assistance or you have other questions in the future you can ask for me and reach me at this site.

This communication is not intended as legal advice. A local attorney should always be consulted for legal advice. No client/attorney relationship is intended or created by this communication.

Customer :

The question focuses around the non circumvent issue

bizlaw :

The non circumvention is built around the confidentiality as to their customer lists and contacts. If you do not have the information as to who those are, there is no non circumvention issue. If you are not competing with them you will not be dealing with their customers in a manner that violates their rights. For example if you worked for a shock absorber distributor who sold to GM and you had a non circumvention, that provision would not prevent you from going to work for a brake manufacturer and selling to GM brakes.

If this answer is responsive to your question, please accept it. That is how we are compensated. It would also be appreciated if you provided feed back on your view of the answer. Finally, if the answer was especially helpful you can provide a bonus. If I can be of further assistance or you have other questions in the future you can ask for me and reach me at this site.

This communication is not intended as legal advice. A local attorney should always be consulted for legal advice. No client/attorney relationship is intended or created by this communication.

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