Dealing and Non-Circumvent Clause Samples
The Dealing and Non-Circumvent clause is designed to prevent parties from bypassing each other to conduct business directly with contacts or clients introduced during the course of their relationship. Typically, this clause prohibits either party from engaging in direct negotiations, deals, or transactions with such contacts without the involvement or consent of the introducing party, often for a specified period of time. Its core function is to protect the interests and business opportunities of the party making introductions, ensuring that their role is respected and that they are not unfairly excluded from potential benefits or compensation.
Dealing and Non-Circumvent. In order to induce Buyer to enter into this Agreement, during the period commencing on the Effective Date until the Closing Date (or earlier termination of this Agreement), Seller and LMP will not and will cause each of its stockholders, managers, directors, officers, agents, advisors and other representatives to not, directly or indirectly, through affiliates or otherwise, (i) enter into any sale, lease, pledge or other disposition of all or any significant part of the purchased Assets, or any agreement for the sale of any capital stock or other equity securities of Seller, or agreement relating to a merger, consolidation or other acquisition proposal involving Seller or its member with any other party, or any transaction similar to the foregoing in format or purpose, with any party other than Purchaser; or (ii) enter into any transaction (A) with a total cumulative and aggregate value in excess of One Hundred Fifty Thousand Dollars ($150,000), or (B) outside of the ordinary course of business of Seller consistent with past practice in contemplation of any transaction described above with any party other than Buyer; or (iii) encourage, solicit, provide information to or negotiate with any party, other than Buyer, to do any of the foregoing.