Question 1

Is a non-circumvention clause enforceable?

Accepted Answer

Generally yes, if it's reasonable in scope and duration. Courts enforce them when they protect legitimate business interests — like the value of an introduction or a business relationship. Overly broad clauses (covering all contacts forever) are more likely to be challenged.

Question 2

How long does a non-circumvention clause last?

Accepted Answer

Typically 1–3 years. Some go up to 5 years for high-value introductions. Indefinite non-circumvention clauses are harder to enforce because courts may view them as unreasonable restraints. Specify a clear duration tied to the value of the relationship.

Question 3

What happens if someone violates a non-circumvention clause?

Accepted Answer

You can sue for breach of contract and recover damages — typically the commissions or profits you lost because they went around you. You might also seek an injunction to stop the direct dealing. Proving damages is the hard part: you need to show what you would've earned.

Question 4

What's the difference between non-circumvention and non-solicitation?

Accepted Answer

Non-solicitation prevents you from actively reaching out to the other party's clients or employees. Non-circumvention prevents you from going around the middleman to deal directly with contacts they introduced you to. One protects a party's existing relationships; the other protects their role as connector.

Question 5

Do I need a non-circumvention clause?

Accepted Answer

If your business value depends on introductions, referrals, or connecting parties — yes. Brokers, recruiters, sales agents, and distributors should always include one. Without it, there's nothing stopping the parties you introduced from cutting you out of future transactions.

Non-Circumvention

Definition

In Practice

Common in these contract types

Related terms

Frequently asked questions about non-circumvention

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