What is the NDNCA on Fursa365? The NDNCA is a short agreement each member signs with Zatra Consultants Limited before an introduction. It keeps the counterparty's identity and deal information confidential, and it stops either side going around the introduction to deal directly during a protection period of 24 months. No name or contact moves until both sides have signed.
What the agreement says
The Non-Disclosure and Non-Circumvention Agreement has eight clauses and one schedule. It defines the Opportunity, the Introduced Party and the Confidential Information. It obliges the Member to use the information only to evaluate and, if it chooses, complete the Opportunity. It stops the Member dealing with the Introduced Party outside the platform during the Protection Period, and it says what happens if the Member does. It ends with a return-of-information clause, a no-advice clause, remedies, term, and the governing law and disputes clause that matches the Terms of Use.
The same text is signed by both sides of every introduction. An owner signs it before the buyer's name is released; the buyer signs it before the owner's name is released. Zatra is the counterparty to each, because Zatra made the introduction. The parties then sign their own agreement for the deal itself, through their own advocates.
Who should read this
Any member about to ask for an introduction: owners, buyers, operators, investors and professionals. Advocates advising a client on whether to sign. Company directors who will sign on behalf of a company and need to know what it binds the company to. Anyone who has been offered a counterparty's name "off platform" and wants to know why the desk refused.
Why does the deal room need it?
Fursa365 publishes a listing without the owner's name, exact address, number plates or serial numbers. That is what makes owners willing to list and buyers willing to say what they need. The moment a name moves, the platform's protection is the agreement, not the screen. Without the NDNCA a buyer could take the name and go straight to the owner, a competitor could collect listings, and Zatra's work in verifying both sides would be unprotected.
The agreement therefore does two separate jobs. Non-disclosure protects information. Non-circumvention protects the introduction. Both are standard in brokered transactions everywhere; the Fursa365 version is simply the same for every member and signed electronically inside the deal room.
What information is confidential?
| Confidential | Not confidential |
|---|---|
| The identity and contact details of the Introduced Party | Information already public, such as a BRELA extract anyone can order |
| The documents in the data room: title, licence, logbook, financial statements | Information the Member already held lawfully before the introduction, proved by a dated record |
| Valuations, assays, condition reports and prices shared for the Opportunity | Information the Member is required by a court or regulator to disclose, with notice to Zatra where the law allows |
| The fact that the Opportunity is being negotiated | The Member's own general knowledge of the market |
Confidential Information may be shared with the Member's officers, employees and professional advisers who need it for the Opportunity and who are bound by duties of confidentiality at least as strict. The Member is responsible for any breach by them.
What does non-circumvention stop?
During the Protection Period the Member shall not, directly or through an Affiliate or any other person, contact, negotiate with, contract with or complete a transaction with the Introduced Party in relation to the Opportunity except through the platform and with the Member's prior written consent from Zatra. The clause covers the Member's affiliates, so a deal routed through a sister company is still a breach. It also covers a substantially similar transaction with the same party, so changing the route from a lease to a sale does not escape the clause.
Existing relationships are preserved. If the Member can prove, by written records dated before the introduction, that it was already dealing with the Introduced Party on the same Opportunity, the clause does not restrict that dealing. The desk asks for the records at the time, not after a dispute.
How long is the Protection Period?
The Schedule sets the Protection Period, normally 24 months from the date of the agreement. The confidentiality obligations run for a further two years after the Protection Period ends, so information shared in 2026 stays protected into 2030. The periods are the same for both sides of an introduction.
| Obligation | Runs from | Runs until |
|---|---|---|
| Non-circumvention | Signature | End of the Protection Period, 24 months |
| Confidentiality | Signature | Two years after the Protection Period ends |
| Return or destruction of information | Zatra's written request, or the Member's decision not to proceed | Promptly, with a written confirmation |
| Remedies | Any breach | Limitation period under the Law of Limitation Act, Cap. 89 |
What happens if a party goes around the introduction?
The consequence clause is deliberately plain. If the Member completes a transaction with the Introduced Party, or any of its affiliates, in relation to the Opportunity during the Protection Period, whether or not through the platform, the professional fee set out in a Professional Services and Fee Agreement is payable as if the transaction had completed through the platform. If no PSFA was signed, the Member is liable for the loss the breach causes. Fursa365 itself receives nothing; the fee is Zatra's, for the work of verification and introduction.
Damages alone may not be enough when confidential information is leaking, so the remedies clause allows Zatra to seek injunctive relief. The Terms of Use, clause 22, let either party go to the High Court for urgent interim relief without first going through negotiation and mediation. The Arbitration Act, Cap. 15, section 13, allows a court to stay a claim brought in breach of an arbitration agreement, which is why the NDNCA and the Terms point disputes to the same route.
Is an electronically signed NDNCA valid in Tanzania?
Yes. The Electronic Transactions Act, 2015, gives legal effect to electronic signatures and electronic records, and the Law of Contract Act, Cap. 345, sets no requirement that a confidentiality agreement be on paper. The deal room records the signatory, the time, the version of the agreement and the acceptance of the Terms with it. A company signs through a director or an authorised signatory; the desk checks authority at screening, so a signature by someone without authority is caught before the name moves.
Stamp duty is not charged on the NDNCA itself, because it is not a conveyance, lease or other instrument listed in the Schedule to the Stamp Duty Act, Cap. 189. The parties' own transaction agreement may be dutiable, which their advocates handle.
A worked example: a warehouse lease that went around
An exporter is introduced through Fursa365 to the owner of a 2,000 square metre warehouse in Kibaha, after both sign the NDNCA. The exporter's PSFA with Zatra sets a professional fee for a lease at a stated percentage of the first year's rent. Four months later the exporter's sister company signs a lease directly with the owner at TZS 20 million a month and tells nobody.
Under the consequence clause the professional fee is payable as if the lease had completed through the platform, because the sister company is an Affiliate and the Opportunity is the same warehouse. If the fee were 5% of the first year's rent, the figure is TZS 12 million, invoiced by Zatra to the exporter under the PSFA, with VAT where applicable. Any dispute goes to negotiation, mediation and then arbitration under the Arbitration Act, Cap. 15, seated in Dar es Salaam. The figures are illustrative; the rate is the one in the signed PSFA.
What to do now
- Read the template on the fees and protection page before you ask for an introduction, so nothing in it surprises you.
- Confirm your authority to sign: owner, director with board authority or a written mandate.
- Record existing relationships in writing, dated, and tell the desk before the introduction if you already know the counterparty.
- Sign inside the deal room when the introduction is offered; both sides sign before any name moves.
- Keep information inside the data room and share it only with advisers bound by confidentiality.
- Route every step through the platform until completion, then report the outcome so the record is closed.
Key dates
| Event | When |
|---|---|
| NDNCA offered | When a match is accepted by both sides |
| Names released | Immediately after both signatures |
| Protection Period | 24 months from signature |
| Confidentiality survives | 2 years after the Protection Period |
| Deletion of expressions not chosen in a round | 90 days after the close |
How Zatra helps
Zatra Consultants Limited is the counterparty to every NDNCA, keeps the signed record, and releases names only after both signatures. Where a member engages Zatra under a Professional Services and Fee Agreement, Zatra also runs the deal room steps, coordinates the member's own professionals and records completion. Zatra does not act as advocate for either party and does not decide or guarantee any authority's outcome. The transaction agreement is drafted by the advocate the parties choose, and money moves directly between them through banks. For Zanzibar transactions the same NDNCA applies, with the parties' advocate confirming any Zanzibar-specific registration step.
Sources and status
Accurate as at 3 Nov 2026. Figures are from the sources below and from the Zatra government fees register, quoted with their register IDs so they can be checked line by line.
- Fursa365 Non-Disclosure and Non-Circumvention Agreement template, version 1.1. Zatra Consultants Limited, 31 October 2026. Accessed 3 Nov 2026.
- Fursa365 Terms of Use, clauses 8 and 22. Zatra Consultants Limited, version 2.1, 31 October 2026. Accessed 3 Nov 2026.
- Law of Contract Act, Cap. 345 R.E. 2023. TanzLII, consolidated 2023. Accessed 3 Nov 2026.
- Electronic Transactions Act, 2015. TanzLII, 2015. Accessed 3 Nov 2026.
- Arbitration Act, Cap. 15 R.E. 2023. TanzLII, consolidated 2023, in force 1 July 2025. Accessed 3 Nov 2026.
- Stamp Duty Act, Cap. 189 R.E. 2023, Schedule. TanzLII, consolidated 2023. Accessed 3 Nov 2026.
- Law of Limitation Act, Cap. 89. TanzLII, consolidated 2019. Accessed 3 Nov 2026.
Figures to confirm before you act
- The professional fee rate in the signed PSFA, which sets the consequence figure
- The Protection Period in the Schedule, normally 24 months
- Whether VAT applies to the professional fee
General information prepared by the Fursa365 deal desk, Zatra Consultants Limited. It is not legal, tax or investment advice and does not decide or guarantee any authority's outcome. Confirm current rules and fees with the authority named and your own advocate before you act. Mainland Tanzania is described; Zanzibar has separate laws and bodies.
Questions readers ask
Do I sign a new NDNCA for every introduction?
Yes. Each introduction has its own Schedule naming the Opportunity and the Introduced Party, so each has its own agreement. The text is the same every time; only the Schedule changes. Signing takes a minute inside the deal room.
Does the NDNCA bind my company or me personally?
Whoever is the Member. If you registered as a company and sign as its director, it binds the company. If you registered personally, it binds you. The affiliates clause reaches companies you control either way.
Can I share the documents with my bank?
Yes, as a professional adviser who needs them for the Opportunity, provided the bank is bound by confidentiality, which banks are. Tell the desk if a lender will be in the data room so access can be set up properly.
What if I already knew the owner?
Tell the desk before the introduction and show dated records of your earlier dealings on the same Opportunity. The existing-relationships clause then applies and the non-circumvention clause does not restrict that dealing.
Does Fursa365 get a share if I go around?
No. Fursa365 receives no money from anyone. The consequence is Zatra's professional fee under the PSFA, or damages for the loss caused, together with the remedies in the Terms. Nobody takes a share of the price.
Is the NDNCA enforceable against a foreign buyer?
Yes. It is governed by Tanzanian law with arbitration seated in Dar es Salaam, and an award is enforceable in the many states that are party to the New York Convention. A foreign buyer's advocate should confirm enforcement in the buyer's home state.
What happens to the documents if the deal does not go ahead?
On Zatra's request, or when you decide not to proceed, you return or destroy the Confidential Information and confirm in writing. Copies the law requires you to keep, such as audit records, remain subject to confidentiality.
Can the owner also be bound not to go around me?
Yes. The owner signs the same agreement before your name is released. Both sides are protected equally, which is why the desk will not release one name before the other side has signed.
Tanzania market entry, corporate governance and regulated-sector route decisions. Certified Financial Educator with more than twelve years in the financial sector.
