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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
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