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HomeTemplatesHow to Write a NCNDA (Non-Circumvention, Non-Disclosure)

How to Write a NCNDA (Non-Circumvention, Non-Disclosure)

Follow these steps to draft a NCNDA (Non-Circumvention, Non-Disclosure) that survives counterparty review, bank scrutiny and, if needed, ICC arbitration. Grab the free NCNDA (Non-Circumvention, Non-Disclosure) template at the end.

Step-by-step

  1. 1. Parties & chain
    List every party in the chain: buyer mandate, seller mandate, brokers. Attach the full chain schedule.
  2. 2. Non-circumvention clauses
    No direct contact with counterparties introduced by another party for the term (typically 3-5 years and 2 renewals of the trade).
  3. 3. Non-disclosure clauses
    Same confidential-information rules as the NDA.
  4. 4. Liquidated damages
    State a fixed damages amount per bypass event to make enforcement cheaper than litigating actual loss.
  5. 5. Term, law & arbitration
    Typically 5 years. ICC arbitration in a neutral seat.

Common pitfalls to avoid

  • Leaving placeholder text like [ ] or {seller name} in the executed copy.
  • Missing signature date, or signing outside the validity window quoted on the document.
  • Referencing Incoterms without the year - always cite 'Incoterms 2020'.
  • Omitting the arbitration seat and governing law - defaults vary by country.
Free template
Free NCNDA Template (Non-Circumvention, Non-Disclosure)
ICC-style NCNDA template in Word and PDF. Non-Circumvention and Non-Disclosure Agreement draft protecting intermediaries, mandates and named counterparties.
Get the template

FAQ

Why chain the NCNDA?
A chain NCNDA binds every intermediary against every other, so a broker four rows away cannot be bypassed by the principal.
Are liquidated damages enforceable?
Enforceable in most jurisdictions if the amount is a reasonable pre-estimate of loss. ICC tribunals routinely enforce them.

Other how-to guides

How to Write a Sales & Purchase Agreement (SPA)How to Write a Letter of Intent (LOI)How to Write a Irrevocable Corporate Purchase Order (ICPO)How to Write a Full Corporate Offer (FCO)How to Write a Soft Corporate Offer (SCO)How to Write a Non-Disclosure Agreement (NDA)How to Write a IMFPA (Irrevocable Master Fee Protection)How to Write a NCNDA + IMFPA (Combined)