For a long time non-circumvention and non-disclosure agreements remained a “myth” in the international business world, even though many international transactions often come with disputes regarding commission claims of the intermediary. Various documents have been circulating among business firms to cover situations where an occasional intermediary, who undertakes to provide certain services, desires to be protected against the risk of being “circumvented” by the other party. But until spring 2000 no agreement or ICC publication on this issue existed.
Against the background of numerous inquiries over the past years, demonstrating that there is a need for a model contract covering this situation, the ICC Commission on International Trade Facilitation has worked on the ICC Model Contract “Occasional Intermediary (Non-circumvention and Non-disclosure)”. The Model Contract covers the most common varieties of international contracts to which an international intermediary is a party.
The recently updated publication is written in English and provides a unique and balanced legal platform that takes into account the interest of all parties involved in non-circumvention and non-disclosure agreements and minimizes the risks of fraud and misunderstanding. It includes a definition of the services to be provided by the intermediary and a description of the exclusive rights of the intermediary and thus ensures more legal certainty.
It also includes a USB key presenting the text of the contract in a user friendly and fully editable format, allowing you to adapt the contract to your specific needs.
Table of Contents
• Purpose of the model
• ICC Model Contract Occasional Intermediary (Non-Circumvention Non-Disclosure) and other ICC Models
• Division in two parts: special conditions and general conditions
• The general clauses: good faith and fair dealing – Modification to be made in writing
• The services to be provided by the intermediary
• Exclusive rights of the intermediary - Customer protection
• Undertaking not to compete
• The intermediary's remuneration
• Confidentiality and non-disclosure obligations
• Term of the agreement
• Applicable law and resolution of disputes