Non-Circumvention Clause
Also called: Anti-Circumvention Clause · Non-Bypass Clause
A non-circumvention clause prevents one party from using contacts, introductions, or information gained through the relationship to deal directly with a third party, cutting out the party that made the introduction. It's distinct from non-solicitation, which is specifically about not poaching employees or clients.
In more detail
This clause shows up most often in introducer, broker, and agency relationships — where the entire value one party provides is access to a network or a specific contact. Without it, the other party could simply take the introduction and transact directly, cutting out the introducer entirely.
Scope needs to be defined carefully: which specific contacts or opportunities are covered, for how long after the relationship ends, and what "circumventing" actually means in practice (direct dealing, or also deals structured through an affiliate).
Courts scrutinise broad non-circumvention restrictions similarly to non-compete clauses — an unreasonably broad or indefinite restriction risks being unenforceable, so the clause works best when scoped tightly to the specific relationship it protects.
A business development consultant introduces a client to a potential supplier. A non-circumvention clause prevents the client from later transacting directly with that supplier — bypassing the consultant — for deals arising from that specific introduction, for a defined period.
What our lawyers check
- Whether the restriction is scoped to specific introductions, not open-ended
- Duration of the restriction after the relationship ends
- Whether it's realistically enforceable given how broadly or narrowly it's drafted
- How it interacts with any separate non-solicitation clause
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
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