Non-Circumvention and Fee Protection Agreement
This Agreement is executed on ____________ at ____________ by:
- ____________, ____________, of ____________ ("PARTY A");
- ____________, ____________, of ____________ ("PARTY B").
Each signatory is a "Party" and together they are the "Parties".
1. Background
1.1 A. ____________.
1.2 B. The Parties wish to record the terms governing ____________.
2. Definitions and Interpretation
2.1 "Applicable Law" means all statutes, rules, regulations, binding orders, permits and governmental requirements applicable to a Party, the subject matter or performance in India.
2.2 "Business Day" means a day other than Saturday, Sunday or public holiday at Place ____________.
2.3 "Confidential Information" means information protected under Clause ____________.
2.4 "Effective Date" means Date ____________.
2.5 "Force Majeure Event" means an event beyond reasonable control that could not reasonably be prevented and materially delays performance.
2.6 "Intellectual Property Rights" means copyright, patents, designs, trade marks, domain names, database rights, know-how and analogous rights worldwide.
2.7 "Losses" means documented losses, damages, liabilities, penalties, interest and reasonable external professional costs.
2.8 "Representatives" means directors, officers, employees, professional advisers and approved contractors who need to know.
2.9 "Schedule" means a schedule forming part of this document.
2.10 "Term" means the period specified in Clause ____________.
2.11 Headings do not affect interpretation. The singular includes the plural; a person includes an entity; writing includes legally valid electronic communication; "including" is without limitation; and references to law include amendments and subordinate legislation. If a due date is not a Business Day, it moves to the next Business Day.
3. Protected Introductions and Non-Circumvention
3.1 A Protected Contact is a person first identified in a written Introduction Notice that includes the contact, proposed transaction and date. A contact already evidenced in the recipient's records within five Business Days is excluded.
3.2 During Protection Period ____________, the recipient shall not knowingly bypass the introducing party and transact directly or indirectly with a Protected Contact for the purpose of avoiding the agreed fee. This clause does not prohibit independently sourced dealings and applies only to the maximum extent permitted by Indian law.
3.3 The introducing party shall not negotiate, make representations, receive money or bind another party unless separately authorized in writing.
4. Introductions Commission and Tail
4.1 A Qualified Transaction is a transaction described in Schedule 1 that closes with a Qualified Contact and results substantially from the intermediary's documented efforts. The intermediary has no authority to bind, quote final terms for, collect money for or make warranties on behalf of the principal.
4.2 The fee is ____________ percent of Net Transaction Value / fixed amount INR ____________, plus applicable GST, earned on Closing and payable against a valid invoice within ____________ days after the principal receives the corresponding cleared funds.
4.3 The fee remains payable for Qualified Transactions completed within Tail Period ____________ after termination if the Qualified Contact was identified in writing during the term. No fee is payable for excluded contacts listed in Schedule 1, unlawful activity or transactions cancelled and fully refunded.
5. Scope and Order of Precedence
5.1 The Parties shall perform the transaction and obligations described in Schedule 1. The order of precedence is: signed amendments; this document; Schedule 4; other Schedules; accepted orders or statements of work. A purchase order or standard form does not amend this document unless expressly signed as an amendment.
5.2 Each Party shall provide the approvals, personnel, information, access and cooperation allocated to
