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1. Parties: Identifies and defines the contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms including 'Confidential Information', 'Business', 'Restricted Period', etc.
4. Confidentiality Obligations: Details the obligations to maintain confidentiality, permitted uses, and security measures
5. Non-Competition Covenant: Specifies restrictions on competing activities, including scope, duration, and geographic limitations
6. Non-Solicitation of Customers: Prohibits solicitation of customers or clients for a specified period
7. Non-Solicitation of Employees: Restricts recruitment of employees or contractors
8. Return of Confidential Information: Procedures for returning or destroying confidential information
9. Intellectual Property Rights: Confirms ownership and protection of IP rights
10. Duration and Survival: Specifies term of agreement and which provisions survive termination
11. Breach and Remedies: Sets out consequences of breach and available remedies including injunctive relief
12. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Non-Dealing Covenant: Additional restriction preventing any dealings with protected customers, used when stronger protection than non-solicitation is needed
2. Garden Leave: Provisions for paid leave during notice period, typically used for senior employees
3. Third Party Rights: Rights of group companies or related entities to enforce the agreement, needed when multiple entities' interests are involved
4. Data Protection: Specific provisions for handling personal data, required when confidential information includes personal data
5. Consideration: Specific clause detailing consideration provided, needed when agreement is not part of employment contract
6. Severance: Detailed provisions for modifying restrictions if found too broad, important for complex restrictions
1. Schedule 1 - Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Restricted Territory: Specific geographic areas covered by restrictions
3. Schedule 3 - Restricted Businesses: Detailed description of competing businesses or activities
4. Schedule 4 - Protected Customers: List or categories of customers covered by non-solicitation/dealing restrictions
5. Schedule 5 - Group Companies: List of affiliated companies covered by the agreement
6. Appendix A - Acknowledgment Form: Form for acknowledging receipt and understanding of obligations
Business
Restricted Business
Restricted Period
Territory
Group
Group Company
Customer
Prospective Customer
Key Personnel
Intellectual Property Rights
Trade Secrets
Material Interest
Capacity
Termination Date
Business Connection
Protected Information
Competitive Business
Restricted Area
Associated Company
Relevant Products/Services
Garden Leave
Prohibited Business
Professional Advisor
Restricted Person
Senior Employee
Supplier
Key Supplier
Working Hours
Legitimate Business Interests
Interpretation
Confidentiality Obligations
Non-Competition
Non-Solicitation of Customers
Non-Solicitation of Employees
Non-Dealing
Return of Property
Intellectual Property
Duration
Survival
Assignment
Severability
Remedies
Injunctive Relief
Governing Law
Jurisdiction
Entire Agreement
Amendment
Notices
Third Party Rights
Consideration
Waiver
Force Majeure
Data Protection
Garden Leave
Severance
Acknowledgment
Independent Legal Advice
Counterparts
Financial Services
Technology
Professional Services
Manufacturing
Healthcare
Retail and Consumer
Real Estate
Insurance
Telecommunications
Pharmaceuticals
Biotechnology
Education
Media and Entertainment
Engineering
Consulting
Human Resources
Legal
Information Technology
Research and Development
Sales
Business Development
Executive Leadership
Finance
Operations
Product Development
Marketing
Customer Relations
Data Analytics
Engineering
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Senior Manager
Director
Vice President
Software Engineer
Research Scientist
Sales Manager
Business Development Manager
Product Manager
Account Manager
Technical Lead
HR Manager
Financial Analyst
Investment Banker
Consultant
Senior Developer
Data Scientist
Project Manager
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