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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and the business relationship between the parties
3. Definitions: Key terms used throughout the agreement, including 'Restricted Persons', 'Restricted Period', and 'Business Relationship'
4. Scope of Non-Solicitation: Detailed description of prohibited solicitation activities, including customer, employee, and supplier non-solicitation provisions
5. Duration: Time period for which the non-solicitation obligations remain in effect
6. Geographical Scope: Territorial limitations of the non-solicitation obligations
7. Consideration: Compensation or consideration provided in exchange for the non-solicitation obligations
8. Confidentiality: Obligations regarding the confidential treatment of business information
9. Breach and Remedies: Consequences of violating the agreement, including potential penalties and enforcement mechanisms
10. Severability: Provisions ensuring that if any part of the agreement is found invalid, the rest remains in effect
11. Governing Law and Jurisdiction: Specification of German law as governing law and designation of competent courts
1. Garden Leave: Provisions for paid leave during sensitive transition periods, used when there's a high risk of competitive harm
2. Compliance with Data Protection Laws: Detailed GDPR compliance provisions, necessary when personal data processing is involved
3. Post-Termination Obligations: Additional obligations after the end of the business relationship, included for more comprehensive protection
4. Assignment and Succession: Rules for transferring agreement rights, included when business transfers are likely
5. Alternative Dispute Resolution: Mediation or arbitration provisions, included when parties prefer alternative dispute resolution
6. Training and Compliance: Requirements for training employees on non-solicitation obligations, used in larger organizational contexts
1. Schedule 1: Restricted Persons: List of specific employees, customers, or suppliers covered by the non-solicitation provisions
2. Schedule 2: Restricted Activities: Detailed description of prohibited solicitation activities and examples
3. Schedule 3: Calculation of Consideration: Formula or method for calculating any consideration payable
4. Appendix A: Acknowledgment Form: Form for affected employees or parties to acknowledge understanding of restrictions
5. Appendix B: Compliance Certificate: Template for periodic certification of compliance with non-solicitation obligations
Restricted Period
Protected Business
Business Relationship
Confidential Information
Protected Customers
Protected Employees
Protected Suppliers
Restricted Activities
Restricted Territory
Solicitation
Material Contact
Group Companies
Business Day
Effective Date
Trade Secrets
Professional Services
Key Personnel
Competitive Business
Direct Solicitation
Indirect Solicitation
Customer Database
Business Relations
Legitimate Business Interest
Consideration
Non-Solicitation of Employees
Non-Solicitation of Customers
Non-Solicitation of Suppliers
Duration
Territorial Scope
Consideration
Confidentiality
Data Protection
Remedies
Liquidated Damages
Severability
Warranties
Notice
Assignment
Entire Agreement
Amendment
Waiver
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Compliance with Laws
Third Party Rights
Interpretation
Technology
Professional Services
Financial Services
Healthcare
Manufacturing
Consulting
Retail
Information Technology
Telecommunications
Pharmaceutical
Insurance
Banking
Legal Services
Recruitment
Marketing and Advertising
Human Resources
Legal
Executive Leadership
Sales
Business Development
Account Management
Operations
Compliance
Risk Management
Strategic Planning
Client Services
Recruitment
Partner Relations
Chief Executive Officer
Human Resources Director
Legal Counsel
Sales Director
Business Development Manager
Account Manager
Senior Consultant
Department Head
Regional Manager
Managing Director
Chief Financial Officer
Partner
Senior Executive
Technical Director
Operations Manager
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