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1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including the nature of the confidential information to be shared
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Permitted Purpose', and 'Representatives'
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Non-Solicitation Covenants: Restrictions on soliciting employees, customers, suppliers, or other business relations
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to professional advisers and as required by law
7. Security Measures: Required procedures and safeguards for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Specific provisions regarding IP ownership and licenses when relevant to the confidential information
2. Data Protection and Privacy: Additional provisions when personal information is involved, ensuring compliance with Privacy Act 1988
3. Third Party Disclosure: Specific provisions for when confidential information needs to be shared with third party contractors or advisers
4. International Transfer of Information: Additional provisions when confidential information may be transferred overseas
5. Competing Projects: Provisions addressing involvement in competing projects or businesses
6. Survival of Obligations: Specific provisions about which obligations continue after termination
7. Non-Dealing Covenant: Additional restrictions on dealing with protected parties, beyond mere solicitation
8. Garden Leave: Provisions for when the agreement relates to employment relationships
1. Schedule 1 - Confidential Information: Detailed description of the confidential information covered by the agreement
2. Schedule 2 - Permitted Purpose: Detailed description of the authorized uses of the confidential information
3. Schedule 3 - Protected Parties: List of specific employees, customers, or other parties covered by non-solicitation provisions
4. Schedule 4 - Security Protocols: Specific security measures and procedures required for protecting confidential information
5. Schedule 5 - Restricted Geographic Regions: Definition of geographic areas covered by non-solicitation provisions
6. Appendix A - Deed of Adherence: Template for additional parties to be bound by the agreement
7. Appendix B - Acknowledgment Form: Form for representatives to acknowledge their obligations under the agreement
Permitted Purpose
Authorized Representatives
Business Relationship
Restricted Period
Protected Parties
Solicitation
Disclosing Party
Recipient
Representatives
Affiliates
Associated Entities
Trade Secrets
Intellectual Property Rights
Material Breach
Working Day
Restricted Territory
Permitted Disclosures
Related Body Corporate
Confidential Materials
Security Requirements
Proprietary Information
Customer
Employee
Key Personnel
Business Contact
Supplier
Professional Advisor
Group
Protective Measures
Return Date
Term
Excluded Information
Designated Contact Person
Non-Solicitation
Non-Disclosure
Information Security
Permitted Use
Return of Information
Data Protection
Intellectual Property
Term and Termination
Representations and Warranties
Breach and Remedies
Indemnification
Governing Law
Dispute Resolution
Force Majeure
Assignment
Severability
Entire Agreement
Variation
Notices
Counterparts
Survival
Third Party Rights
Waiver
Technology
Professional Services
Financial Services
Healthcare
Manufacturing
Retail
Mining and Resources
Education
Telecommunications
Construction
Biotechnology
Media and Entertainment
Real Estate
Energy
Legal
Human Resources
Executive Leadership
Business Development
Sales
Operations
Procurement
Research and Development
Information Technology
Compliance
Administrative
Strategic Planning
Chief Executive Officer
Chief Legal Officer
Human Resources Director
Business Development Manager
Project Manager
Legal Counsel
Procurement Manager
Operations Director
Sales Director
Chief Technology Officer
Research and Development Manager
Strategic Partnership Manager
Recruitment Manager
Compliance Officer
Department Head
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