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1. Parties: Identifies and defines the contracting parties - typically the employer/business and the restricted party
2. Background: Sets out the context of the agreement and the business relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Restricted Business', 'Restricted Period', 'Restricted Territory', etc.
4. Non-Solicitation Obligations: Core section detailing restrictions on soliciting customers, clients, employees, and business partners
5. Duration and Territory: Specifies the time period and geographical scope of the restrictions
6. Consideration: States the consideration provided in exchange for the non-solicitation obligations
7. Acknowledgments: Party's acknowledgment that restrictions are reasonable and necessary
8. Exceptions: Permitted activities and legitimate exceptions to the restrictions
9. Remedies: Specifies remedies available in case of breach, including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Confidentiality Obligations: Additional provisions regarding confidential information protection, used when sensitive information is involved
2. Non-Competition Covenant: Additional restrictions on competing activities, used when broader protection is required
3. Assignment and Succession: Provisions for transferring rights under the agreement, used in corporate contexts
4. Independent Contractor Relationship: Clarifies relationship status when agreement is not with employees
5. Severability and Modification: Detailed provisions for court modification of unenforceable terms, used in high-risk situations
6. Return of Property: Provisions regarding return of company property, used when physical or digital assets are involved
1. Schedule of Restricted Clients: List of specific clients or customers covered by non-solicitation provisions
2. Schedule of Restricted Employees: List of key employees or categories of employees covered by non-solicitation provisions
3. Schedule of Restricted Territory: Detailed description or map of geographical areas covered by restrictions
4. Schedule of Restricted Business Activities: Detailed description of specific business activities covered by the agreement
5. Schedule of Consideration: Details of any financial or other consideration provided for the restrictions
Restricted Period
Restricted Territory
Business
Restricted Business
Confidential Information
Client
Prospective Client
Protected Person
Group
Group Company
Associated Company
Business Relationship
Products/Services
Solicitation
Direct Solicitation
Indirect Solicitation
Material Interest
Termination Date
Relevant Capacity
Competition
Customer
Key Employee
Senior Employee
Trade Secrets
Intellectual Property
Professional Contact
Business Contact
Material Connection
Legitimate Business Interest
Definitions
Non-Solicitation of Employees
Non-Solicitation of Clients
Non-Solicitation of Suppliers
Duration
Territorial Scope
Consideration
Acknowledgments
Reasonableness
Exceptions
Remedies
Injunctive Relief
Severability
Assignment
Entire Agreement
Governing Law
Jurisdiction
Notices
Confidentiality
Independent Legal Advice
Warranties
Third Party Rights
Variation
Waiver
Force Majeure
Costs
Counterparts
Financial Services
Professional Services
Technology
Healthcare
Manufacturing
Retail
Insurance
Real Estate
Consulting
Education
Legal Services
Marketing and Advertising
Information Technology
Telecommunications
Banking
Human Resources
Legal
Sales
Business Development
Client Services
Executive Management
Operations
Finance
Marketing
Account Management
Chief Executive Officer
Managing Director
Sales Director
Account Manager
Business Development Manager
Senior Consultant
Human Resources Director
Department Head
Regional Manager
Client Relationship Manager
Partner
Senior Associate
Executive Director
Vice President
Chief Financial Officer
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