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1. Parties: Identifies and defines all parties to the agreement, including their legal names, addresses, and any relevant corporate details
2. Background: Sets out the context and purpose of the agreement, including the relationship between the parties and the reason for entering into the agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Disparagement', and other relevant terms
4. Confidentiality Obligations: Details the specific obligations regarding confidential information, including use, storage, and protection requirements
5. Non-Disparagement Obligations: Specifies the nature and scope of non-disparagement commitments, including what constitutes disparagement
6. Term and Survival: Specifies the duration of the agreement and which obligations survive termination
7. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
8. Breach and Remedies: Outlines consequences of breach and available remedies, including injunctive relief
9. General Provisions: Standard contract clauses including governing law, entire agreement, and amendments
1. Permitted Disclosures: Used when specific exceptions to confidentiality need to be explicitly stated, such as disclosures required by law or to professional advisors
2. Social Media and Online Conduct: Include when parties have significant online presence or when social media activities need specific regulation
3. Third Party Beneficiaries: Required when the agreement needs to protect additional parties not directly signing the agreement
4. Mutual vs One-Way Obligations: Used to specify whether obligations are reciprocal or one-sided, depending on the relationship between parties
5. Dispute Resolution: Include when specific dispute resolution procedures (mediation/arbitration) are preferred over court proceedings
6. Assignment and Delegation: Include when transfer of rights or obligations needs to be specifically addressed
7. Severability: Important when certain provisions are particularly crucial and need to survive if others are found invalid
1. Schedule 1: Defined Confidential Information: Detailed list or categories of information considered confidential under the agreement
2. Schedule 2: Authorized Recipients: List of individuals or roles authorized to receive confidential information
3. Schedule 3: Security Protocols: Specific procedures and requirements for handling and protecting confidential information
4. Schedule 4: Approved Public Statements: Pre-approved language or statements that can be made publicly about the relationship or matter
5. Appendix A: Form of Confidentiality Undertaking: Template for additional parties who may need to sign confidentiality undertakings
Disparagement
Permitted Disclosure
Authorized Recipients
Disclosing Party
Receiving Party
Representatives
Affiliate
Business Day
Effective Date
Term
Protected Information
Trade Secrets
Intellectual Property Rights
Public Domain
Permitted Purpose
Confidentiality Undertaking
Security Breach
Proprietary Information
Material Breach
Professional Communication
Social Media
Public Statement
Business Relationship
Sensitive Information
Governing Law
Related Entity
Dispute
Breach Notice
Termination Date
Confidentiality Obligations
Non-Disparagement
Term and Duration
Permitted Disclosures
Information Security
Return of Information
Non-Circumvention
Remedies
Injunctive Relief
Indemnification
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Force Majeure
Notices
Amendments
Waiver
Dispute Resolution
Third Party Rights
Survival
Good Faith
Termination
Interpretation
Costs
Compliance with Laws
Electronic Execution
Counterparts
Technology
Financial Services
Healthcare
Professional Services
Manufacturing
Retail
Media and Entertainment
Education
Telecommunications
Real Estate
Construction
Hospitality
Legal Services
Consulting
Research and Development
Human Resources
Legal
Executive Leadership
Information Technology
Research and Development
Sales
Marketing
Finance
Operations
Product Development
Business Development
Administration
Corporate Communications
Chief Executive Officer
Human Resources Director
Legal Counsel
Department Manager
Project Manager
Senior Executive
Research Scientist
IT Administrator
Sales Director
Marketing Manager
Finance Controller
Business Development Manager
Operations Manager
Product Manager
Consultant
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