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1. Parties: Identifies the employer and the departing employee who are entering into the agreement
2. Background: Explains the context of the agreement, including reference to the employment termination and the employee's access to confidential information during employment
3. Definitions: Defines key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and other relevant terms
4. Acknowledgment of Prior Obligations: References existing confidentiality obligations from the employment agreement and confirms their continuing effect
5. Scope of Confidential Information: Detailed description of what constitutes confidential information covered by the agreement
6. Confidentiality Obligations: Specifies the employee's obligations regarding non-disclosure, non-use, and protection of confidential information
7. Return of Company Property: Requirements for returning all company documents, data, and materials containing confidential information
8. Duration of Obligations: Specifies how long the confidentiality obligations remain in effect
9. Permitted Disclosures: Outlines circumstances where disclosure is permitted (e.g., legal requirements, whistleblowing)
10. Breach and Remedies: Describes consequences of breach and available remedies
11. General Provisions: Standard contract clauses including governing law, entire agreement, and severability
1. Non-Disparagement: Optional clause preventing parties from making negative statements about each other, used when there's concern about potential reputational damage
2. Future Cooperation: Optional section outlining any requirements for the employee to assist with transition or future inquiries, used when the employee held a key position
3. Reference and Announcements: Optional section addressing how the departure will be communicated and what references will be provided, used when parties want to agree on public messaging
4. Survival of Other Obligations: Optional section specifically addressing other post-employment obligations that survive termination, used when there are other relevant agreements in place
5. Third Party Information: Optional section specifically addressing confidential information belonging to clients or business partners, used when the employee had access to third party confidential information
1. Schedule 1 - List of Confidential Information: Detailed inventory of specific confidential information, trade secrets, and proprietary information the employee had access to
2. Schedule 2 - Company Property Checklist: Itemized list of physical and digital company property to be returned
3. Schedule 3 - Acknowledgment of Return: Form to be signed confirming return of all company property and confidential information
4. Appendix A - Existing Confidentiality Provisions: Relevant excerpts from the original employment agreement or other confidentiality agreements
Company
Confidential Information
Trade Secrets
Intellectual Property
Effective Date
Employee
Termination Date
Proprietary Information
Company Property
Personal Information
Customer Information
Business Information
Technical Information
Material
Permitted Purpose
Prohibited Use
Related Companies
Representatives
Unauthorized Disclosure
Business Day
Competitive Business
Digital Assets
Confidential Documents
Third Party Information
Confidentiality
Non-Disclosure
Return of Property
Intellectual Property
Data Protection
Privacy
Duration
Survival
Remedies
Injunctive Relief
Permitted Disclosures
Acknowledgments
Warranties
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Amendment
Notices
Third Party Rights
Force Majeure
Counterparts
Non-Disparagement
Future Cooperation
Compliance with Laws
Technology
Financial Services
Healthcare
Professional Services
Manufacturing
Research and Development
Retail
Telecommunications
Biotechnology
Education
Legal Services
Mining
Energy
Construction
Media and Entertainment
Human Resources
Legal
Information Technology
Research and Development
Executive Leadership
Sales
Finance
Operations
Marketing
Product Development
Customer Service
Business Development
Engineering
Administration
Chief Executive Officer
Chief Technology Officer
Senior Software Engineer
Research Scientist
Product Manager
Sales Director
Financial Controller
Human Resources Manager
Legal Counsel
Operations Manager
Business Development Manager
Marketing Director
Project Manager
Data Analyst
Systems Administrator
Account Manager
Research and Development Director
Department Head
Executive Assistant
Technical Lead
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