Contract review — US/Brazil one-way NDA & non-circumvention agreement

Posted 4 weeks ago

Worldwide

Summary

I need an experienced contract reviewer to review a one-way Non-Circumvention and Non-Disclosure Agreement (about 4 pages) and give me clear, practical feedback. Licensed attorneys strongly preferred — see screening questions. Background: I'm a US-based company (New Hampshire) about to share proprietary knowledge, formulations, supplier contacts, and industry introductions with a large Brazilian botanical/pharmaceutical company that's exploring entering the hemp-derived products industry. I'm the disclosing party. My main concern is preventing them from using my knowledge or going around me to my contacts to build their own business without me. The deal is expected to run several years. What I need you to review and comment on: Cross-border enforceability — Realistically, how enforceable is this against a Brazilian company? Should disputes go to US courts or international arbitration (the draft offers both)? Which better protects me as the US party trying to enforce? Liquidated damages — The draft sets damages at the greater of $500,000 or a revenue-based formula. Is this enforceable, or could a court strike it as a penalty? Too high, too low, or about right for this kind of deal? Duration — Non-circumvention runs up to 8 years, tied to their venture timeline. Is that reasonable and enforceable, or too aggressive? Any deal-killers, gaps, or clauses that work against me that I should fix before sending it to them. Deliverable: Written comments (in the document or a summary) plus a short call or message walking me through the key points. I don't need a full rewrite — I need a sharp review and honest flags. To be considered, please answer: Are you a licensed attorney? If so, in what country/state, and what's your bar registration? (Please name it — I verify.) Have you worked on US–Brazil or other cross-border commercial contracts? Briefly, what? Have you dealt with NDAs / non-circumvention / trade-secret agreements before? Roughly how long will this take you? Please start your proposal with the word "BOTANICAL" so I know you read this.

  • Less than 30 hrs/week
    Hourly
  • 1-3 months
    Duration
  • Expert
    Experience Level
  • $50.00

    -

    $150.00

    Hourly
  • Remote Job
  • Ongoing project
    Project Type
Skills and Expertise
Mandatory skills
Contract Law
Corporate Law
Activity on this job
  • Proposals:15 to 20
  • Last viewed by client:4 weeks ago
  • Interviewing:
    3
  • Invites sent:
    0
  • Unanswered invites:
    0
About the client
Member since Feb 6, 2025
  • United States
    Miami9:26 PM
  • $21K total spent
    19 hires, 1 active
  • 1,726 hours
  • Agriculture & Forestry
    Individual client

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