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1. Parties: Identification of all parties to the agreement with full legal names and addresses
2. Background: Context of the business relationship and purpose of entering into the agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Business Relationship', 'Circumvention', 'Trade Secrets', and other relevant terms
4. Scope of Agreement: Clear delineation of the scope of both non-disclosure and non-circumvention obligations
5. Non-Disclosure Obligations: Detailed provisions regarding confidentiality obligations, including handling, storage, and protection of confidential information
6. Non-Circumvention Obligations: Provisions preventing parties from bypassing each other in business dealings and protecting business relationships
7. Term and Survival: Duration of the agreement and which provisions survive termination
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Remedies: Legal remedies available in case of breach, including injunctive relief and damages
10. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Permitted Disclosures: Section specifying circumstances under which confidential information may be disclosed (e.g., to employees, legal requirements) - used when parties need flexibility in information sharing
2. Data Protection: Specific provisions for handling personal data under Indian data protection requirements - needed when personal data is involved
3. Intellectual Property Rights: Provisions clarifying ownership and usage rights of IP - included when IP is a significant concern
4. Non-Solicitation: Provisions preventing parties from soliciting each other's employees or clients - used when human resources or client relationships are particularly sensitive
5. Dispute Resolution: Detailed arbitration or mediation procedures - included when parties prefer alternative dispute resolution
6. Force Majeure: Provisions for unforeseen circumstances preventing performance - included when long-term obligations are involved
7. Insurance Requirements: Obligations to maintain specific insurance coverage - used in high-value or high-risk relationships
1. Schedule A - Authorized Representatives: List of authorized representatives from each party who may receive or handle confidential information
2. Schedule B - Specific Confidential Information: Detailed description of the types of confidential information covered
3. Schedule C - Protected Business Relationships: List of specific business relationships protected under non-circumvention provisions
4. Schedule D - Security Protocols: Specific procedures for handling and protecting confidential information
5. Appendix 1 - Disclosure Log: Template for recording authorized disclosures of confidential information
6. Appendix 2 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Business Relationship
Circumvention
Protected Opportunity
Business Purpose
Authorized Representative
Affiliate
Trade Secret
Proprietary Information
Permitted Purpose
Permitted Disclosure
Protected Party
Business Contact
Disclosing Party
Receiving Party
Representatives
Confidential Materials
Digital Information
Source Code
Technical Information
Commercial Information
Financial Information
Business Strategy
Intellectual Property Rights
Direct Circumvention
Indirect Circumvention
Third Party
Related Party
Breach
Effective Date
Term
Confidentiality Period
Non-Circumvention Period
Security Protocols
Permitted Recipients
Business Territory
Competitive Activity
Damages
Group Company
Material Breach
Confidentiality Obligations
Non-Circumvention
Term and Duration
Non-Disclosure
Information Protection
Permitted Disclosures
Return of Information
Non-Solicitation
Intellectual Property
Data Protection
Security Measures
Representatives and Employees
Business Relationships Protection
Remedies
Injunctive Relief
Indemnification
Breach
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Assignment
Notices
Amendments
Severability
Entire Agreement
Counterparts
Survival
Waiver
Third Party Rights
Costs and Expenses
Technology and Software
Manufacturing
Financial Services
Professional Services
Healthcare
Real Estate
Energy and Resources
E-commerce
Telecommunications
Consulting
Research and Development
Mergers and Acquisitions
Investment Banking
International Trade
Biotechnology
Legal
Business Development
Executive Leadership
Finance
Procurement
Research and Development
Information Technology
Operations
Security
Compliance
Contract Administration
Strategic Planning
International Business
Corporate Development
Chief Executive Officer
Managing Director
Business Development Manager
Chief Legal Officer
Legal Counsel
Chief Financial Officer
Project Manager
Procurement Manager
Research Director
Business Consultant
Investment Banker
Partnership Manager
Strategic Alliance Manager
Chief Technology Officer
Intellectual Property Manager
Operations Director
Contract Manager
Chief Information Security Officer
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