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1. Parties: Identifies and defines the parties entering into the agreement, including their legal names, ACN/ABN, and registered addresses
2. Background: Sets out the context and purpose of the agreement, including the nature of the business relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Prohibited Activities', and 'Restricted Period'
4. Confidentiality Obligations: Details the obligations regarding confidential information, including use, storage, protection, and permitted disclosures
5. Non-Solicitation Covenants: Specifies restrictions on soliciting employees, customers, suppliers, and other business relationships
6. Duration and Territory: Defines the time period and geographic scope for both confidentiality and non-solicitation obligations
7. Return of Confidential Information: Procedures for returning or destroying confidential information upon request or termination
8. Breach and Remedies: Outlines consequences of breach and available remedies, including injunctive relief
9. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and severability
1. Security Measures: Specific technical and organizational measures required for protecting confidential information, particularly relevant for agreements involving sensitive data or regulated industries
2. Intellectual Property Rights: Additional provisions regarding ownership and protection of IP rights, useful when confidential information includes patentable inventions or trade secrets
3. Permitted Disclosures: Detailed provisions about circumstances where disclosure is permitted, particularly relevant for regulated industries or when dealing with government entities
4. Survival: Specific provisions about which obligations survive termination and for how long, important for long-term business relationships
5. Assignment and Novation: Provisions regarding the ability to transfer rights and obligations, particularly relevant for corporate groups or potential M&A situations
6. Data Privacy Compliance: Specific provisions addressing compliance with privacy laws, particularly relevant when confidential information includes personal data
7. Force Majeure: Provisions addressing extraordinary events affecting compliance, particularly relevant in long-term agreements
1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential under the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive or handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Restricted Entities: List of specific competitors or entities covered by non-solicitation provisions
5. Schedule 5 - Excluded Information: List of information explicitly excluded from confidentiality obligations
6. Appendix A - Acknowledgment Form: Form for employees or representatives to acknowledge confidentiality obligations
7. Appendix B - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Permitted Purpose
Permitted Recipients
Disclosing Party
Receiving Party
Representatives
Protected Person
Restricted Activities
Restricted Period
Business Day
Authorised Disclosure
Client
Commencement Date
Confidentiality Obligations
Intellectual Property Rights
Personal Information
Related Body Corporate
Security Requirements
Services
Supplier
Territory
Trade Secrets
Group
Material Breach
Non-Solicitation Obligations
Business Relationship
Competitive Business
Key Personnel
Non-Solicitation
Definitions
Interpretation
Duration
Territory
Permitted Use
Security Measures
Return of Information
Breach and Enforcement
Remedies
Indemnification
Exceptions
Permitted Disclosures
Notice Requirements
Assignment
Severability
Governing Law
Jurisdiction
Entire Agreement
Variation
Waiver
Force Majeure
Costs
Counterparts
Survival
Technology
Professional Services
Healthcare
Financial Services
Manufacturing
Research & Development
Biotechnology
Retail
Telecommunications
Energy
Media & Entertainment
Education
Real Estate
Construction
Mining & Resources
Legal
Human Resources
Executive Leadership
Business Development
Research & Development
Information Technology
Operations
Finance
Procurement
Sales
Corporate Development
Compliance
Strategic Planning
Innovation
Chief Executive Officer
Managing Director
Business Development Manager
Human Resources Director
Legal Counsel
Chief Technology Officer
Project Manager
Research Director
Chief Financial Officer
Operations Manager
Sales Director
Procurement Manager
Strategic Partnership Manager
Innovation Manager
Compliance Officer
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