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In business partnerships, a non-disclosure agreement (NDA) is commonly used to protect sensitive information by preventing the other party from disclosing it to third parties. However, NDAs may not provide the expected protection due to a potential loophole: the other party may not disclose information but could still use it independently, effectively cutting out the original party. This action may not violate the NDA, as no disclosure has occurred. To safeguard against this, it's advisable to include a non-circumvention provision, which prevents the other party from using the shared information or opportunities without the original party’s involvement.