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1. Parties: Identifies and defines all parties to the agreement, including full legal names and addresses
2. Background: Sets out the context of the agreement, including the relationship between the parties and the legitimate business interests being protected
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Competitive Activity', 'Restricted Period', and 'Restricted Territory'
4. Scope of Restrictions: Details the specific activities that are prohibited, including competition, solicitation of customers, and poaching of employees
5. Duration and Geographic Limits: Specifies the time period and geographical area where the restrictions apply
6. Acknowledgments: Contains statements by the restricted party acknowledging the reasonableness of the restrictions and the receipt of consideration
7. Confidentiality Obligations: Outlines obligations regarding the protection and non-disclosure of confidential information
8. Consideration: Details the consideration provided in exchange for the non-compete obligations
9. Breach and Remedies: Specifies the consequences of breach and available remedies, including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, severability, and entire agreement
1. Garden Leave: Include when the agreement covers a period where the restricted party will be paid but not required to work
2. Assignment Rights: Include when there may be a need to transfer the agreement rights to another entity
3. Return of Property: Include when the restricted party has possession of company property or materials
4. Independent Legal Advice: Include when there's a need to document that the restricted party had the opportunity to seek legal advice
5. Dispute Resolution: Include when parties wish to specify alternative dispute resolution mechanisms before litigation
6. Post-Termination Obligations: Include when there are specific obligations that continue after the main restriction period
7. Industry-Specific Provisions: Include when the industry has specific regulatory requirements or standard practices
1. Schedule 1 - Restricted Territory: Detailed description or map of the geographical areas where restrictions apply
2. Schedule 2 - Restricted Clients: List of specific clients or customer categories covered by non-solicitation provisions
3. Schedule 3 - Restricted Business Activities: Detailed description of specific business activities that are restricted
4. Schedule 4 - Consideration Details: Breakdown of any financial or other consideration provided
5. Appendix A - Confidential Information: Detailed list or categories of confidential information covered by the agreement
Business
Commencement Date
Company
Competitive Activity
Confidential Information
Customer
Effective Date
Employee
Employer
Group
Intellectual Property Rights
Key Personnel
Material Interest
Prohibited Business
Protected Information
Restricted Activity
Restricted Area
Restricted Business
Restricted Clients
Restricted Period
Restricted Products/Services
Restricted Territory
Restraint Period
Services
Solicitation
Termination Date
Trade Secrets
Working Day
Duration
Territorial Scope
Non-Competition
Non-Solicitation of Customers
Non-Solicitation of Employees
Confidentiality
Protection of Business Interests
Consideration
Acknowledgments
Independent Legal Advice
Reasonableness
Severability
Breach and Remedies
Injunctive Relief
Assignment
Governing Law
Dispute Resolution
Notices
Entire Agreement
Survival
Waiver
Amendment
Force Majeure
Costs
Garden Leave
Return of Property
Further Assurance
Technology
Professional Services
Financial Services
Healthcare
Manufacturing
Retail
Consulting
Research and Development
Pharmaceuticals
Information Technology
Legal Services
Engineering
Sales and Distribution
Biotechnology
Executive Leadership
Sales
Business Development
Research and Development
Product Development
Client Services
Technical Operations
Human Resources
Legal
Finance
Operations
Engineering
Marketing
Strategy
Chief Executive Officer
Senior Manager
Sales Director
Technical Lead
Research Scientist
Business Development Manager
Senior Software Engineer
Account Executive
Product Manager
Chief Technology Officer
Managing Director
Principal Consultant
Head of Operations
Regional Manager
Chief Financial Officer
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