Website Terms of Use and Non-Circumvention, Non-Disclosure and Commission Protection Agreement
Company: Francis Trade Partners Inc, a Florida corporation
Version: Draft 1 — 26 July 2026
Status: Template for attorney review. Not executed.
Read before using any of this. This is a drafting template prepared by a non-lawyer. It is not legal advice and it has not been reviewed by counsel. Before you rely on it for a single dollar of commission, have it reviewed by a Florida attorney and, separately, by a South African attorney — because a clause that is enforceable in Florida may be unenforceable in South Africa, and the second opinion is the one that will matter when a deal goes wrong.
Two documents, two different jobs. Part A is the public terms page for the website. It governs people browsing the site and it protects nothing about your commission. Part B is the agreement each counterparty signs before any introduction is made. Only Part B protects the deal. Posting terms on a website does not bind a buyer or a manufacturer to a non-circumvention obligation — a signature does.
Fields shown in [amber brackets] are blanks for you to complete.
One strategic point before the clauses. Non-circumvention agreements are notoriously difficult to enforce across borders, and courts in both jurisdictions may read a broad one as an unreasonable restraint of trade. Treat this document as your second line of defence, not your first. Your real protection is structural: a written representation agreement with the U.S. manufacturer that is enforceable at home, payment routed through a mechanism you administer, and being genuinely more useful to both sides than going around you. A firm that can only hold a client through a contract clause has already lost the client.
Effective date: [date]
Operator: Francis Trade Partners Inc, a Florida corporation with its principal place of business at [address] (“the Company”, “we”, “us”).
By accessing or using this website you agree to these Terms of Use. If you do not agree, do not use the site.
This website is informational only. Nothing on it constitutes an offer to sell, a solicitation to buy, a quotation, a representation as to price or availability, or advice of any kind — legal, financial, tax, regulatory or technical. No contract arises between you and the Company by reason of your use of this site. Any commercial relationship arises only from a separate written agreement signed by an authorised officer of the Company.
Sector and category descriptions on this site describe the fields in which we seek to act. They do not assert that we hold a representation mandate from any particular manufacturer. Any statement that we represent a named principal is made only in a signed representation agreement.
Information you send through this site is not treated as confidential unless and until a written confidentiality agreement is in place between us. Do not send commercially sensitive material, pricing, drawings, specifications or personal data through the site or by unsecured email before that agreement exists.
Where we identify freight forwarders, customs brokers, inspection agents, insurers, financiers or other service providers, we do so as a coordinator. We do not guarantee their performance and we are not liable for their acts or omissions. Links to external sites are provided for convenience and imply no endorsement.
Cross-border transactions are subject to export controls, sanctions regimes, import control, product registration, certification and customs requirements in more than one jurisdiction. Nothing on this site is a representation that any product may lawfully be exported from the United States or imported into any other country. Each party remains responsible for its own compliance obligations.
The Company does not participate in government tenders, municipal contracts or state-owned enterprise procurement in any jurisdiction. The Company is subject to the U.S. Foreign Corrupt Practices Act and requires all counterparties to comply with it and with the South African Prevention and Combating of Corrupt Activities Act, and with all other applicable anti-bribery legislation.
All content on this site, including text, layout, graphics and marks, is owned by the Company or its licensors and may not be reproduced, distributed or used commercially without written permission.
To the fullest extent permitted by law, the Company excludes liability for any indirect, incidental, consequential or special loss, and for any loss of profit, revenue, business or anticipated saving, arising from use of or reliance on this site. Nothing in these Terms excludes liability that cannot lawfully be excluded.
Personal information submitted through this site is handled in accordance with our Privacy Policy at [URL]. Where South African personal information is processed, we observe the requirements of the Protection of Personal Information Act (POPIA).
Drafting note: if you receive enquiries from South Africa, POPIA applies to you. If you receive enquiries from the EU or UK, GDPR may apply. Ask counsel which privacy regimes bite before publishing.
We may amend these Terms at any time by posting a revised version. Continued use of the site after posting constitutes acceptance.
These Terms are governed by the laws of the State of Florida, United States of America, without regard to conflict of laws principles. The courts of Palm Beach County, Florida have exclusive jurisdiction over any dispute arising from use of this site.
Francis Trade Partners Inc, [address]. Email: calvin@francistradepartners.com.
THIS AGREEMENT is made on [date] BETWEEN:
(1) FRANCIS TRADE PARTNERS INC, a corporation organised under the laws of the State of Florida, United States of America, of [address] (“the Intermediary”); and
(2) [full legal name of counterparty], a [entity type] organised under the laws of [jurisdiction], of [registered address] (“the Counterparty”),
each a “Party” and together “the Parties”.
1.1 The Intermediary carries on business identifying, verifying and introducing commercial counterparties for cross-border transactions between the United States and Southern Africa, and structuring and coordinating those transactions.
1.2 The Intermediary’s business consists substantially of relationships, contacts and market knowledge developed at its own cost and over time. The Parties acknowledge that this constitutes the Intermediary’s principal commercial asset and that its value would be destroyed if a party introduced by the Intermediary were dealt with directly, to the exclusion of the Intermediary, after an introduction has been made.
1.3 The Counterparty wishes to receive Introductions and enters into this Agreement in consideration of receiving them.
| Term | Meaning |
|---|---|
| “Introduction” | The disclosure by the Intermediary to the Counterparty of the identity of, or the facilitation of contact with, any Introduced Party, whether made orally, in writing, electronically, by meeting or by any other means. |
| “Introduced Party” | Any person or entity whose identity is disclosed to the Counterparty by the Intermediary, including any manufacturer, supplier, buyer, distributor, financier, insurer, freight forwarder, customs broker, inspection agent or other service provider, together with that person’s or entity’s Affiliates. |
| “Affiliate” | In relation to any person or entity: any parent, subsidiary or entity under common control; any director, officer, employee, shareholder, member, partner or agent; any successor or assign; any trust or nominee acting on its behalf; and any spouse, sibling, parent or child of an individual. |
| “Transaction” | Any purchase, sale, supply, lease, distribution, representation, agency, joint venture, financing, investment or other commercial arrangement of any kind, whether or not of the type originally contemplated, between the Counterparty (or its Affiliates) and any Introduced Party (or its Affiliates). |
| “Confidential Information” | All information disclosed by the Intermediary, including the identity of Introduced Parties, contact details, pricing, terms, sourcing methods, market analysis, commercial strategy and the existence and contents of this Agreement. |
| “Protected Period” | The period of [five (5)] years commencing on the date of the relevant Introduction, or, if later, [five (5)] years from the completion of the most recent Transaction involving the relevant Introduced Party. |
Drafting note on the Protected Period: five years is defensible in international trade practice, but the longer and broader the restraint, the greater the risk a court reduces or refuses to enforce it. The rolling extension on repeat Transactions is the clause that actually protects recurring business — discuss both with counsel before fixing the number.
3.1 During the Protected Period the Counterparty shall not, and shall procure that its Affiliates shall not, directly or indirectly:
3.2 Clause 3.1 applies to all Transactions, including any second and subsequent Transaction, any renewal, extension, expansion, variation or replacement of an earlier Transaction, and any Transaction of a different type or in a different product category from the one originally introduced.
3.3 The obligations in this clause 3 survive completion of any Transaction and survive termination of this Agreement.
4.1 The Intermediary is entitled to its agreed fee or commission on every Transaction concluded with an Introduced Party during the Protected Period, whether or not the Intermediary participated in negotiating that particular Transaction.
4.2 The rate is [__]% of gross Transaction value, or as separately agreed in writing for a specific Transaction. Where a Transaction is performed in instalments, the fee is payable pro rata on each instalment.
4.3 Fees are payable within [thirty (30)] days of the Counterparty receiving payment or making payment (as applicable) under the Transaction, in [United States Dollars], without set-off or deduction.
4.4 The Counterparty shall on written request provide the Intermediary with copies of contracts, invoices, shipping documents and payment records sufficient to verify the value of any Transaction with an Introduced Party. This right continues for [twelve (12)] months after the end of the Protected Period.
Drafting note: clause 4.4 is the audit right. Without it, the non-circumvention clause is unenforceable in practice because you will never learn a deal happened. Do not let it be negotiated out.
5.1 The Parties acknowledge that the Intermediary’s loss on a breach of clause 3 is difficult to quantify precisely. The Parties have therefore agreed a genuine pre-estimate of that loss.
5.2 On any breach of clause 3, the Counterparty shall pay the Intermediary [__]% of the gross value of the Transaction concerned, as liquidated damages and not as a penalty, together with the Intermediary’s reasonable legal costs and costs of enforcement.
5.3 Payment under clause 5.2 is without prejudice to the Intermediary’s right to injunctive or other equitable relief.
Drafting note: liquidated damages must be a genuine pre-estimate of loss. A figure set punitively high is likely to be struck out entirely in both jurisdictions, leaving you with nothing. A rate at or modestly above your normal commission is far more likely to survive than a multiple of it.
6.1 The Counterparty shall keep all Confidential Information strictly confidential, use it only for the purpose of evaluating and performing Transactions with the Intermediary, and disclose it only to those of its officers and employees who need to know it and who are bound by equivalent obligations.
6.2 These obligations continue for the Protected Period and survive termination.
7.1 This Agreement does not apply to any person or entity with whom the Counterparty had a documented, substantive commercial relationship before the date of the relevant Introduction.
7.2 To rely on clause 7.1, the Counterparty must notify the Intermediary in writing within [ten (10)] business days of the Introduction, identifying the party and enclosing documentary evidence of the pre-existing relationship. Failure to give notice within that period is conclusive acceptance that no pre-existing relationship existed.
Drafting note: this clause is fair, and it is also your strongest protection. The single most common defence to a circumvention claim is “we already knew them”. A short, hard notice window with a documentary requirement makes that defence very difficult to run after the fact.
Clause 6 does not apply to information that is or becomes public otherwise than through breach of this Agreement, was lawfully in the Counterparty’s possession before disclosure without obligation of confidence, or is required to be disclosed by law, regulation or court order (provided the Counterparty gives the Intermediary prompt written notice where lawful to do so).
9.1 The Counterparty represents that it has not and will not, in connection with any Transaction, offer, promise, give, authorise, solicit or accept any undue financial or other advantage, and that it will comply with the U.S. Foreign Corrupt Practices Act, the South African Prevention and Combating of Corrupt Activities Act, and all other applicable anti-bribery and anti-money-laundering laws.
9.2 The Parties record that the Intermediary does not participate in government tenders, municipal contracts or state-owned enterprise procurement, and that no Introduction is made for any such purpose. Breach of this clause entitles the Intermediary to terminate immediately and to withdraw all Introductions.
Nothing in this Agreement creates a partnership, joint venture or employment relationship. Neither Party may bind the other. The Intermediary acts as an independent intermediary, does not take title to goods, does not warrant the performance of any Introduced Party, and assumes no credit, product or delivery risk.
This Agreement takes effect on the date first written above and continues for [five (5)] years, save that clauses 3, 4, 5, 6 and 7 continue for the full Protected Period in respect of each Introduced Party notwithstanding earlier termination.
12.1 This Agreement is governed by the laws of the State of Florida, United States of America, without regard to conflict of laws principles.
12.2 Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration under the [Rules of Arbitration of the International Chamber of Commerce]. The seat of arbitration shall be [____], the language shall be English, and the tribunal shall consist of [one (1)] arbitrator.
12.3 Nothing in clause 12.2 prevents either Party from seeking urgent interim or injunctive relief from any court of competent jurisdiction.
Drafting note — read this one carefully. A Florida court judgment can be very difficult to enforce against a South African counterparty with no U.S. assets. An arbitral award is a different matter: both the United States and South Africa are parties to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, which makes an award far more readily enforceable in South Africa than a foreign court judgment. This is why arbitration is specified rather than the Florida courts used in Part A. Confirm the point and the choice of seat and rules with counsel — ICC arbitration is credible but expensive, and for smaller transactions a lower-cost institution may be more proportionate.
13.1 Entire agreement. This Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes all prior discussions.
13.2 Variation. No variation is effective unless in writing and signed by both Parties.
13.3 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remainder shall continue in full force.
13.4 Assignment. The Counterparty may not assign this Agreement without the Intermediary’s written consent. The Intermediary may assign to any successor to its business.
13.5 Waiver. No failure or delay in exercising any right operates as a waiver of it.
13.6 Notices. Notices shall be in writing and sent to the addresses above, or to such other address as a Party notifies, and to [email addresses].
13.7 Counterparts and electronic signature. This Agreement may be executed in counterparts and by electronic signature, each of which is an original and all of which together constitute one agreement.
Francis Trade Partners Inc
Signature: ______________________
Name: [________________]
Title: [________________]
Date: [________________]
[Counterparty name]
Signature: ______________________
Name: [________________]
Title: [________________]
Date: [________________]
Each Introduction is to be recorded here, dated and initialled by both Parties, and a copy retained by each. A Schedule that names specific parties is materially easier to enforce than a blanket restraint covering everyone the Intermediary might ever mention.
| # | Introduced Party (full legal name) | Country | Date of Introduction | Initials |
|---|---|---|---|---|
| 1 | ||||
| 2 | ||||
| 3 | ||||
| 4 | ||||
| 5 | ||||
| 6 |
Continuation sheets may be added and shall form part of this Schedule.
Francis Trade Partners Inc — TEMPLATE. Not legal advice. Attorney review required before use.