What is a non-circumvention clause?
Written by Christopher Krassnig - Founder - Kairos Exchange and ZenoX Media. Reviewed 2026-07-19.
A non-circumvention clause stops a buyer and seller who met through a marketplace or broker from cutting that introducer out and closing the same deal directly. It protects the introduction, not the relationship: people you found on your own are never covered. On Kairos it lasts 24 months from NDA signature and covers only deals that started there.
Why platforms need it
Success-fee models only work if the deal that closes is the deal that pays. Without non-circumvention, every marketplace becomes a free introduction service, and the verification, escrow, and deal infrastructure it funds disappear with the fees. The clause is how a platform can afford to charge nothing until a deal actually closes.
What a fair clause looks like
Scoped to introductions the platform actually made, time-limited rather than forever, and written in plain language. The Kairos version covers a seller or store you first found through Kairos, for 24 months, and says explicitly that it never restricts deals with people you found on your own. A clause that claims everyone you ever meet is overreach; walk away from those.
What happens on a breach
The fee is still owed, because the agreement says so and the introduction record proves the path. Deal rooms log who unlocked what and when, which makes the quiet off-platform close a poor bet. The cheaper and simpler route is the honest one: close where you met, and let the fee buy the escrow and the audit trail you wanted anyway.
Related questions
Last reviewed 2026-07-19.
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