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1. Parties: Identification of contracting parties including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the agreement
3. Definitions: Detailed definitions of key terms including Confidential Information, Intellectual Property, Inventions
4. Confidentiality Obligations: Core confidentiality and non-disclosure requirements, including scope and duration of obligations
5. Ownership of Inventions: Assignment and ownership of created IP, including process for invention disclosure
6. Employee Obligations: Specific duties regarding handling of proprietary information and invention disclosure
7. Term and Termination: Duration of agreement and circumstances for termination
8. Return of Materials: Procedures for returning or destroying confidential information upon termination
9. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Non-Competition: Restrictions on competitive activities, typically used for senior employees or when specific market protection needed
2. Third Party Rights: Rights of parties not directly party to agreement, used when third parties may need to enforce rights
3. International Transfer Provisions: Rules for cross-border data and IP transfers, included when international operations involved
1. Schedule of Existing IP: List of pre-existing intellectual property excluded from agreement
2. Invention Disclosure Form: Template for reporting new inventions
3. Confidential Information Categories: Detailed list of types of protected information
4. Assignment of Rights Form: Template for formal IP assignment
Proprietary Information
Confidential Information
Intellectual Property Rights
Inventions
Works
Company Materials
Trade Secrets
Prior Inventions
Moral Rights
Business Purpose
Competing Business
Company Products
Company Services
Effective Date
Employment Period
Third Party Information
Technical Information
Know-How
Research and Development
Source Code
Documentation
Business Plans
Marketing Strategies
Customer Lists
Supplier Information
Patents
Patent Applications
Copyrights
Design Rights
Database Rights
Assignment
Disclosure
Authorised Recipients
Permitted Purpose
Territory
Governing Law
Jurisdiction
Assignment of Inventions
Ownership of Intellectual Property
Non-Disclosure
Recognition of Company Rights
Return of Materials
Third Party Information Protection
Invention Disclosure
Moral Rights Waiver
Prior Inventions Exclusion
Non-Competition
Non-Solicitation
Assistance with IP Protection
Record Keeping
Use Restrictions
Security Measures
Notice of Unauthorized Use
Post-Employment Obligations
Survival of Obligations
Assignment and Transfer
Remedies
Injunctive Relief
Severability
Entire Agreement
Amendment and Waiver
Governing Law
Jurisdiction
Notices
Term and Termination
Data Protection Compliance
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