When a distributor or brand starts working with an argan oil manufacturer, both sides share customer names, target markets and sometimes partner contacts. One question rarely makes it into the contract: what happens if one party bypasses the other and contacts a customer or supplier directly? A non-circumvention clause answers it, and it is different from a confidentiality agreement.
Non-circumvention vs confidentiality
A confidentiality agreement protects information: formulas, prices, quality data. A non-circumvention clause protects relationships: each party agrees not to go around the other to deal with a customer or supplier the other introduced, for a set time and within a set scope. We covered the first half in our article on formula ownership and NDAs.
Why it matters to both sides
Distributor or brand owner
- The factory selling directly to retailers you introduced.
- Your customer list being used to launch a competing brand.
Manufacturer
- A distributor learning the supply chain and then buying elsewhere.
- Raw-material suppliers or cooperatives being contacted without the factory.
A good clause is mutual and balanced.
What a good clause includes
| Element | Why it matters |
|---|---|
| Named list of protected customers or suppliers | Avoids vague wording |
| Scope: market and product category | Keeps the restriction to what is necessary |
| Duration | Often tied to the contract, plus a tail period |
| Exceptions | Existing customers, public information, unsolicited approaches |
| Notification | Tell the other party in writing if a customer approaches |
| Remedies and governing law | Avoids disputes about forum and law |
Common mistakes
- Vague wording such as "do not deal with the other party's customers" without defining who they are.
- An open-ended ban, which is hard to enforce.
- Forgetting affiliates and intermediaries, the usual route for circumvention.
- No proof of the introduction: keep a dated email or meeting note.
- Copying a generic template with no legal review.
Practical steps before signing
- List the customers and suppliers you want protected.
- Define the market, product and duration you actually need.
- Decide your own exceptions before the other side asks.
- Document every introduction in writing.
- Set governing law and dispute resolution with a qualified lawyer.
- Review the annex every year.
Enforceability varies between legal systems, and some limit broad or long restrictions. This is general guidance, not legal advice.
FAQ
Do I need this clause if I already have an NDA?
Usually yes: one protects information, the other protects the commercial relationship.
Does it stop me working with a second manufacturer?
Not if it is well drafted. It targets specific customers or suppliers; exclusivity is a separate clause.
What if a customer contacts the factory on their own?
Write in a clear exception with a duty to notify you.
How long should it last?
There is no single answer. It depends on the market and should be reasonable and specific.
Summary
A non-circumvention clause turns a verbal understanding into a written commitment. Before you set its scope, read our comparison of exclusive and open distribution. When you are ready to discuss specifications, quantities and terms with a Moroccan manufacturer, request a quote at assilouargane.com/quote.
