Free NCNDA Template (Non-Circumvention, Non-Disclosure)
A Non-Circumvention Non-Disclosure Agreement (an intermediary agreement, not an ICC form) used to protect the deal chain, information and every named counterparty across a physical commodity transaction.
What this template includes
This NCNDA (Non-Circumvention, Non-Disclosure) template includes: Introduced parties, Non-circumvention, Non-disclosure, Duration.
- Introduced parties
- Non-circumvention
- Non-disclosure
- Duration
Clause summaries are drafting guidance, not legal advice. Have the final document reviewed under its governing law.
Quick Summary: NCNDA (Non-Circumvention, Non-Disclosure)
What this document is, and is not
This NCNDA is a commercial drafting template that records what the parties intend or have agreed at one stage of a deal. It is not a bank instrument, not proof of product or funds, and not a substitute for qualified legal counsel in the governing-law jurisdiction.
Typical deal sequence: CIS → LOI or ICPO → SCO/FCO → SPA → LC/SBLC.
Next steps: price the payment instrument with the LC Cost Calculator, agree the delivery term with the Incoterms 2020 cost and risk split, and prepare documents with the LC documents checklist. Background: letter of credit guide.
The NCNDA is the format standard between intermediaries, mandates and principals. It combines classical non-disclosure with an explicit non-circumvention undertaking: parties will not, directly or indirectly, contact, negotiate with or transact with any Introduced Party without written consent.
The Introduced Parties schedule (Schedule A) lists every named counterparty, mandate and intermediary the agreement protects. Standard duration is five years from signature, extending automatically upon any transaction with an Introduced Party.
The Word draft is fully editable; the PDF is a print-ready sample. Consider the NCNDA + IMFPA combined template if commissions are also being locked in.
Numerical Example: NCNDA Utilization
Typical application of the NCNDA in a standard bulk commodity transaction. Use TradeDox Pro for auto-drafting LC-compatible clauses.
What's inside
- Non-circumvention: no bypassing introduced parties.
- Covers direct and indirect contact through affiliates, agents, brokers.
- Typical 5-year non-circumvention window.
- Named parties schedule protects the full deal chain.
Document preview
Frequently asked questions
Where can I download a free NCNDA template?
This page hosts a free NCNDA in Word (DOCX) and PDF. Sign in for the editable DOCX; the PDF preview is public.
What does NCNDA stand for?
Non-Circumvention, Non-Disclosure Agreement. It combines confidentiality obligations with an undertaking not to bypass introduced counterparties.
Is the NCNDA an ICC document?
No. The ICC does not publish or endorse NCNDA or IMFPA forms and has warned that documents claiming ICC approval are a common fraud signal. This draft is modeled with reference to the ICC Model Occasional Intermediary Contract (ICC Pub. No. 769E), adapted for commodity intermediaries.
How long does the NCNDA remain in force?
Default five years from signature, extending automatically upon any transaction with an Introduced Party. You can edit the duration and rollover clause.
NCNDA vs NCNDA + IMFPA | which do I need?
NCNDA covers non-circumvention and confidentiality only. NCNDA + IMFPA adds an Irrevocable Master Fee Protection Agreement locking in per-unit commissions - preferred when intermediaries need both protections in one signature round.