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Non Circumvention Agreement (Real Estate)
"I need a Non Circumvention Agreement (Real Estate) to protect my Manila-based property development company when sharing confidential information about our upcoming luxury condominium project with potential investors, ensuring they don't bypass us to directly approach our landowners or contractors."
1. Parties: Identification of all parties to the agreement, including their legal names, addresses, and business registration details
2. Background: Context of the agreement, nature of the business relationship, and purpose of entering into the non-circumvention agreement
3. Definitions: Detailed definitions of key terms used in the agreement, including 'Confidential Information', 'Business Relationship', 'Circumvention', and 'Real Estate Opportunity'
4. Scope of Agreement: Defines the specific real estate activities, transactions, and relationships covered by the agreement
5. Non-Circumvention Obligations: Core provisions prohibiting direct or indirect circumvention of relationships and opportunities
6. Confidentiality Obligations: Requirements for maintaining confidentiality of business relationships, opportunities, and transaction details
7. Duration: Term of the agreement and survival of obligations after termination
8. Permitted Disclosures: Circumstances under which information can be shared or relationships contacted
9. Representations and Warranties: Statements of fact and promises made by each party regarding their authority and intentions
10. Breach and Remedies: Consequences of violating the agreement and available legal remedies
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts
12. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Commission Protection: Include when the agreement needs to specifically protect real estate commission arrangements and broker relationships
2. Third Party Introductions: Add when the agreement covers introductions to other real estate professionals, investors, or opportunities
3. Digital Communications: Include when parties regularly communicate through digital channels about opportunities
4. International Transactions: Add when dealing with international real estate investors or cross-border transactions
5. Dispute Resolution: Optional alternative dispute resolution procedures such as mediation or arbitration
6. Non-Solicitation: Include when parties want to prevent solicitation of employees or clients
7. Insurance Requirements: Add when specific insurance coverage is required for the covered activities
1. Schedule A - Protected Relationships: List of specific individuals, companies, or entities covered by the non-circumvention provisions
2. Schedule B - Protected Properties: Details of specific real estate properties or opportunities covered by the agreement
3. Schedule C - Commission Structure: If applicable, breakdown of commission arrangements and protection periods
4. Schedule D - Authorized Representatives: List of individuals authorized to receive confidential information or conduct business on behalf of each party
5. Appendix 1 - Confidentiality Terms: Detailed confidentiality provisions and handling procedures for protected information
6. Appendix 2 - Reporting Requirements: Forms and procedures for reporting potential opportunities or violations
Authors
Real Estate
Property Development
Commercial Property
Residential Property
Industrial Property
Property Investment
Property Management
Construction
Urban Development
Real Estate Finance
Legal
Real Estate
Business Development
Acquisitions
Investment
Sales
Compliance
Property Management
Contract Administration
Risk Management
Real Estate Broker
Property Development Manager
Investment Director
Real Estate Agent
Business Development Manager
Property Portfolio Manager
Real Estate Investment Analyst
Acquisition Manager
Sales Director
Legal Counsel
Contract Manager
Property Consultant
Real Estate Partnership Manager
Investment Relations Manager
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