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1. Parties: Identifies and defines all parties to the agreement
2. Background: Recitals explaining the context, relationship between parties, and reason for the agreement
3. Definitions: Defines key terms used throughout the agreement including 'Disparagement', 'Released Claims', 'Effective Date'
4. Mutual Release: Details the mutual release of claims between parties, including scope and extent of releases
5. Non-Disparagement Obligations: Specifies the mutual commitments not to make disparaging statements, including scope and nature of prohibited statements
6. Confidentiality: Obligations to keep the agreement and its terms confidential
7. Exceptions and Permitted Disclosures: Circumstances where releases don't apply or disparaging statements may be permitted (e.g., legal proceedings, regulatory requirements)
8. Remedies for Breach: Consequences and available remedies if either party breaches the agreement
9. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, amendments, etc.
1. Consideration: Details any payment or consideration exchanged for the releases - include when monetary or other consideration is part of the agreement
2. Social Media and Online Presence: Specific provisions regarding online behavior and social media posts - include when digital presence is a significant concern
3. Return of Property: Requirements for returning any property or documents - include when parties have exchanged property or confidential materials
4. Surviving Claims: List of claims that survive the release - include when certain claims should be explicitly preserved
5. Non-Admission of Liability: Statement that agreement doesn't constitute admission of wrongdoing - include in cases involving disputes or potential litigation
6. Future Cooperation: Requirements for future cooperation between parties - include when ongoing interaction may be necessary
7. Insurance and Indemnification: Provisions regarding insurance coverage and indemnification - include when relevant to the underlying relationship
1. Schedule A - Released Claims: Detailed list of specific claims being released by the parties
2. Schedule B - Prohibited Statements: Specific examples or categories of statements that would constitute disparagement
3. Schedule C - Existing Public Statements: List of existing public statements that must be removed or modified
4. Schedule D - Consideration Details: Details of any monetary or other consideration, including payment terms and conditions
Effective Date
Parties
Released Claims
Released Parties
Releasing Parties
Disparagement
Confidential Information
Claims
Dispute
Related Entities
Representatives
Social Media
Communications
Consideration
Affiliate
Business Day
Governing Law
Intellectual Property Rights
Known Claims
Unknown Claims
Material
Permitted Disclosures
Public Statement
Trade Secrets
Dispute Resolution
Force Majeure
Losses
Professional Relationship
Working Day
Interpretation
Mutual Release
Non-Disparagement
Confidentiality
Consideration
Representations and Warranties
Exceptions and Carve-outs
Remedies
Specific Performance
Severability
Assignment
Entire Agreement
Amendment
Notices
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Waiver
Third Party Rights
Costs
Counterparts
Further Assurance
Indemnification
Survival
Social Media and Online Communications
Return of Property
Non-Admission of Liability
Cooperation
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Media and Entertainment
Education
Retail
Real Estate
Consulting
Telecommunications
Hospitality
Non-profit Organizations
Construction
Energy
Legal
Human Resources
Executive Leadership
Corporate Affairs
Compliance
Risk Management
Corporate Communications
Administrative
Public Relations
Operations
Chief Executive Officer
Human Resources Director
Legal Counsel
Chief Financial Officer
Managing Director
Company Secretary
Business Partner
Department Head
Senior Manager
Executive Director
Chief Operating Officer
Compliance Officer
Board Member
General Manager
Project Manager
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