The NCNDA, explained: what a non-circumvention, non-disclosure agreement covers and what to check

Two promises on one page: keep it private, and do not go around the introducer.

Wealthful Mind Group7 min read

  • NCNDA
  • Contracts
  • Introductions

The short answer

  • An NCNDA combines non-disclosure (what is shared stays private) with non-circumvention (nobody bypasses the party who made the introduction to deal directly).
  • The International Chamber of Commerce publishes a model, the ICC Model Occasional Intermediary Contract (NCND); a serious NCNDA resembles its structure.
  • Documents calling themselves "ICC 400", "ICC 500" or "ICC 600" rules are not ICC documents; the ICC has warned about them.
  • Check five things before signing: who the parties are, what counts as confidential, how long it lasts, what happens on breach, and which law and forum apply.

What it is

A non-circumvention, non-disclosure agreement is the document an intermediary and a principal sign before names are exchanged. The non-disclosure half is the familiar NDA: what one side shows the other stays private and is used only for the deal in hand. The non-circumvention half is the part specific to introductions: once A introduces B to C, B and C agree not to deal with each other behind A's back for the life of the agreement.

The group signs one before every first introduction, alongside an engagement letter, so that the partner who brought the opportunity and the company that will work on it are both protected.

The ICC model and the fake ones

The International Chamber of Commerce publishes the ICC Model Occasional Intermediary Contract (Non-circumvention and Non-disclosure), built from a comparative study of the agreements used worldwide. It is sold, not free, and it is the reference a lawyer will recognise: special conditions for the deal, general conditions for everything else.

Beware the documents circulating online that call themselves "ICC 400", "ICC 500", "ICC 600" or "ICC NCND rules". The ICC states that these are not genuine ICC documents and that it has issued warnings about them for years. An NCNDA that cites "ICC 400 rules" as its governing text tells you something about the counterparty.

The clauses that matter

  1. Parties. Legal entities with registration numbers, not trading names. If a person signs, in what capacity.
  2. Confidential information. Defined by category, with the usual carve-outs: already public, already known, independently developed, required by law.
  3. Non-circumvention. Who is protected (the introducer), which contacts are covered (named, or any introduced in writing), for what transactions, and for how long.
  4. Term. A stated number of years for the non-circumvention promise; confidentiality may run longer.
  5. Remedies. What happens on breach: an agreed fee equal to the commission lost, injunctive relief, or both.
  6. Law and forum. Which country's law, and whether disputes go to a court or to arbitration (the DIFC, ADGM and Ontario courts, and ICC or DIAC arbitration, are the usual choices in this group's corridors).
  7. Notices. Where a notice must be sent to count.

Before you sign

Read the non-circumvention clause twice. The two failure modes are a clause so wide it blocks you from working with anyone in an industry you were already in, and a clause so narrow it protects nothing because the introduced party is never named. Ask for the introduced parties to be listed in a schedule that is updated in writing as introductions happen.

Confirm the term runs from signature, not from the last introduction, unless you intend otherwise. Confirm who pays what on breach and that the figure is realistic. Then have a lawyer in the governing jurisdiction read it; this guide is practice, not legal advice.

Checklist

  • Parties are legal entities with registration numbers
  • Confidential information is defined with the standard carve-outs
  • Introduced parties are listed in a schedule and updated in writing
  • The term is stated and runs from a clear date
  • Breach has a stated consequence
  • Governing law and forum are named
  • A lawyer in that jurisdiction has read it

Mistakes we see

  • Signing a document that cites "ICC 400" rules
  • Agreeing a non-circumvention clause with no list of who is protected
  • Mixing the NCNDA with the fee agreement; keep the engagement letter separate
  • Treating a WhatsApp "we agree to NCND" as the agreement

Sources

General practice, not legal, tax or investment advice. The group never takes custody of funds and does not give investment advice; a lawyer in the governing jurisdiction confirms any wording. Checked 14 November 2026.

Tools for this job

Questions

Is an NCNDA enforceable?

As a contract, yes, subject to the governing law and to the clause being reasonable in scope and term. Enforcement in practice depends on evidence of the introduction and of the circumvention, which is why the schedule of introduced parties matters.

Does the group use the ICC model?

The group's NCNDA is its own document, drafted by its lawyers, and follows the structure a lawyer will recognise from the ICC model. A counterparty may propose its own; both are reviewed.

Can I see it before I write to the desk?

It is sent with the engagement letter once the matter is routed, so the terms fit the company that will hold it.

Related

Talk to the group

Partners, investors, press and talent. Say what you bring and which part of the group it concerns; the desk replies within one working day and routes it to the company that will contract it.

1 of 3

What brings you to the group?